FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended: September 30, 1999
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Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-22723
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WOLF INDUSTRIES INC.
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(Exact name of registrant as specified in its charter)
NEVADA 98-0171619
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(State of incorporation) (IRS Employer ID No.)
Suite 404 - 110 Cambie Street
Vancouver, British Columbia, Canada V6B 2M8
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (604) 688-6306
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
As of November 12, 1999, the Registrant had 7,034,648 shares of Common Stock
outstanding.
Transitional Small Business Disclosure Format (check one); Yes No X
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION AND IS
THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
<PAGE>
Part I Financial Information
==============================
Item 1 - Financial Statements: The following unaudited financial statements
- ------------------------------- include all adjustments which in the opinion of
management are neccesary in order to make the
financial statements not misleading.
Consolidated Balance Sheet
(Unaudited)
9 Months ended 9 Months ended
Sept. 30, 1999 Sept. 30, 1998
--------------- ----------------
Assets
Current
Accounts receivable $ 4,957 $ 75,364
Inventory - 73,527
Prepaid expenses - 6,616
--------------- ----------------
4,957 155,507
Long-term investment 7,500 -
Capital Assets - 256,716
Excess of cost over net identifiable
assets acquired - 213,725
Intangible Asset - 1,344,000
$ 12,457 $1,969,948
=============== ================
Liabilities
Current
Bank indebtedness $ 353 $ 71,952
Demand bank loan - 52,264
Accounts payable and accrued
liabilities 1,040,897 798,576
Due to shareholders - 14,846
1,041,250 937,638
Long term debt - 175,083
--------------- ----------------
1,041,250 1,112,721
--------------- ----------------
Stockholders' Equity
Common shares 1,084,474 1,850,843
Unrealized foreign exchange gain (loss) - 31,107
Deficit (2,113,267) (1,024,723)
--------------- ----------------
(1,028,793) 857,227
--------------- ----------------
$ 12,457 $1,969,948
=============== ================
<PAGE>
Interim Consolidated Statement of Loss and Deficit
(Unaudited)
9 Months ended 9 Months ended
Sept. 30, 1999 Sept. 30, 1998
--------------- ----------------
Expenses
Administration $ 130,702 $ 433,151
Executive compensation 61,000 25,054
Rent 12,374 31,578
Research and development 69,230 408,385
--------------- ----------------
273,306 898,168
--------------- ----------------
Loss from operations 273,306 898,168
Loss from discontinued operations - 34,695
Net loss 273,306 932,863
Deficit, beginning of period** 1,839,961 91,860
--------------- ----------------
Deficit, end of period $2,113,267 $1,024,723
=============== ================
**The 1999 beginning deficit has been restated to reflect cancellation of the
license agreement, as the 1998 fiscal year statements included $50,400 of
amortization expenses relating to the agreement. (See Item 2(c) - Results of
Operations).
<PAGE>
Item 2 - Management's Discussion and Analysis or Plan of Operation
- ------------------------------------------------------------------
(a) Liquidity
The Company is experiencing illiquidity and has been dependent upon a
shareholder to provide funds to maintain its activities. The shareholder
has provided $1,018,305 to June 30, 1999, and was repaid $53,230 in the
quarter, leaving a balance of $965,075, which is included in accounts
payable. There are no specific terms of repayment.
(b) Capital Resources
The Company had a working capital deficiency of $1,036,293 at September 30,
1999. As noted above, the Company has been receiving funding from a
shareholder.
(c) Results of Operations
For the nine months ended September 30, 1999, the Company incurred a net
loss of $273,306, compared to a net loss of $932,863 in the same period of
the prior year. Also during the nine months, the Company incurred $69,230
of costs for research and development, compared to $408,385 in the same
nine months of 1998.
Administration expenses for the nine-month period in 1999 amounted to
$130,702, compared to $433,151 in the same period of 1998.
The 1999 beginning deficit has been restated to delete $50,400 of
amortization charged to expenses in the prior year relating to the license
agreement. (See Part II - Item 1 of the Company's 10-QSB for the quarter
ended June 30, 1999).
Part II - Other Information
===========================
Item 1 - Legal Proceedings:
- ---------------------------
Harvey Productions Inc.
The Company is presently in litigation in the Los Angeles County Superior Court,
West District, Santa Monica, California, concerning the approximately $55,000
demand of the complaint purportedly due and owing by the Company to plaintiff
Harvey Productions Inc. for public relations services allegedly rendered but not
paid. The Company has denied these allegations. The matter is still in the
discovery stage and has not been set for trial.
<PAGE>
Item 2. - Changes in Securities: None.
Item 3. - Default Upon Senior Securities: There are no defaults to report.
Item 4. - Submission of Matters to a Vote of Security Holders: None during the
quarter.
Item 5. - Other Information: None
Item 6. - Exhibits and Reports on Form 8-K: None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WOLF INDUSTRIES INC.
Dated: November 15, 1999
/s/ "P.A. McGowan"
- ------------------
Patrick McGowan, President
/s/ "A. Schwabe"
- ----------------
Allen Schwabe, Secretary, Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-1-1999 JAN-1-1998
<PERIOD-END> SEP-30-1999 SEP-30-1998
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 4,957 81,980
<ALLOWANCES> 0 0
<INVENTORY> 0 73,527
<CURRENT-ASSETS> 4,957 155,507
<PP&E> 0 291,831
<DEPRECIATION> 0 (45,025)
<TOTAL-ASSETS> 12,457 1,969,948
<CURRENT-LIABILITIES> 1,041,250 937,638
<BONDS> 0 0
0 0
0 0
<COMMON> 1,084,474 1,850,843
<OTHER-SE> (2,113,267) (993,616)
<TOTAL-LIABILITY-AND-EQUITY> 12,457 1,969,948
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 273,306 898,168
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (273,306) (898,168)
<DISCONTINUED> 0 (34,945)
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (273,306) (932,863)
<EPS-BASIC> (0.04) (0.26)
<EPS-DILUTED> (0.03) (0.26)
</TABLE>
