UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
000-22723
CUSIP NUMBER
977712108
(Check One:) /X / Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q
/ / Form N-SAR
For Period Ended: December 31, 1998
/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ /Transition Report on Form N-SAR
For the Transition Period Ended:
----------------------------
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: All Items
Full Name of Registrant
WOLF INDUSTRIES INC.
Former Name if Applicable
Address of Principal Executive Office (State and Number)
Suite 404 - 110 Cambie Street, Vancouver, British Columbia, V6B 2M8
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
/x/ (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable expense;
/x/ (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filled on or
before April 15, 1999 being on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of transition report on
Form 10-Q, or portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
/x/ (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
The Company has been unable to obtain audited financial information of its
former subsidiary, 714674 Alberta Ltd. doing business as Calgary Chemical, in
order to consolidate those results to the date of disposition of the subsidiary.
Alternatively the Company would have to obtain direct access to the former
subsidiary's records located in Calgary, Alberta which was not anticipated since
it would have involved unreasonable effort or expense.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
DENNIS BROVARONE 303 466 4092
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
/ x / Yes / / No
<PAGE>
(3)Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/X/ Yes / /
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
During the fiscal year ended December 31, 1998, the Company sold its
operating subsidiary 714674 Alberta Limited (doing business as Calgary
Chemical.) The Company recorded a loss from discontinued operations of
approx. $25,000, and a loss on sale of the subsidiary of approx. $290,000
during the 1998 fiscal year. The sale was completed to facilitate the
Company's new business direction whereby it acquired the rights to develop
and market a dental color analyzer. The Company also relocated its offices
from Calgary, Alberta to Vancouver, British Columbia during 1998. The
Company incurred approx. $490,000 of research and development expenses on
the dental color analyzer during the 1998 fiscal year. Administration and
other expenses amounted to approx. $760,000 in 1998 compared to $323,000 in
the prior year, due to increased activity resulting from the Company's new
business direction, and from costs associated with the office relocation.
WOLF INDUSTRIES INC.
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
/s/ Patrick A McGowan
Date March 31, 1999 By: Patrick A McGowan, President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
EXHIBIT 99.6 Confirmation of Morgan & Company
Exhibit 99.6
MORGAN & COMPANY
Chartered Accountants
P.O. Box 10007, Pacific Centre
Suite 1730 - 700 West Georgia Street
Vancouver, B.C. V7Y 1A1
Telephone (604) 687-5841
Fax (604) 687-0075
March 30, 1999
United States Securities and Exchange Commission
Washington, D.C. 20549
Dear Sirs:
RE: WOLF INDUSTRIES INC. ("the Company")
1998 AUDIT
This will confirm that we will be unable to complete our audit of the financial
statements of Wolf Industries Inc. in order for the Company to file its 10KSB
for the fiscal year ended December 31, 1998 by the required due date. The
Company has been unable to obtain audited financial information of its former
subsidiary, 714674 Alberta Ltd., doing business as Calgary Chemical, in order to
consolidate those results to the date of disposition of the subsidiary.
Alternatively, the Company would have to obtain direct access to the former
subsidiary's records located in Calgary, Alberta which was not anticipated since
it would have involved unreasonable effort or expense.
Yours truly,
/s/ William Easley
William Easley, C.A.
For MORGAN & COMPANY
WEE/dm
