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: June 30, 2000
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
WOLF INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
NEVADA 98-0171619
(State of incorporation) (IRS Employer ID No.)
Suite 205 - 16055 Fraser Highway
Surrey, British Columbia, Canada V3S 2W9
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (604) 597-0036
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 July 26, 2000, the Registrant had 11,470,218 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.
<TABLE>
<CAPTION>
Consolidated Balance Sheet
(Unaudited)
6 Months ended 6 Months ended
June 30, 2000 June 30, 1999
--------------- ---------------
Assets
<S> <C> <C>
Current
- 167
Accounts receivable 52,299 $ 40,353
--------- ---------
52,299 40,520
Intangible Asset 6,312 -
--------- ---------
$ 58,611 $ 40,520
========= =========
Liabilities
Current
Bank 5,500 $ -
Accounts payable and accrued liabilities 136,211 1,127,267
Due to shareholders - -
--------- ---------
141,711 1,127,267
Stockholders Deficiency
Capital stock 2,168,264 1,061,973
Deficit (2,251,364) (2,148,720)
---------- ----------
(83,100) (1,086,747)
---------- ----------
$ 58,611 $ 40,520
========== ==========
</TABLE>
<PAGE>
Interim Consolidated Statement of Loss and Deficit
(Unaudited)
6 Months ended 6 Months ended
June 30, 2000 June 30, 1999
-------------- --------------
Expenses
$ 750 $ O
Administration 64,792 185,861
Executive compensation 13,332 42,000
Rent 679 12,374
Research and development (26,317) 68,524
------------ ------------
53,236 308,759
------------ ------------
Net Income (Loss) (53,236) (308,759)
Deficit, beginning of period (2,198,128) (1,839,961)
------------ ------------
Deficit, end of period (2,251,364) $ (2,148,720)
============ ============
The foregoing unaudited financial statements contain all adjustments considered
necessary by management to make the financial statements not misleading.
<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 $1,133,959 to June 30, 2000, and was repaid $53,230 during 1999, and
$1,009,889 in 2000, leaving a balance of $70,840, which is included in accounts
payable. There are no specific terms of repayment.
(b) Capital Resources
The Company had a working capital deficiency of $89,412 at June 30, 2000. As
noted above, the Company is receiving funding from a shareholder.
(c) Results of Operations
For the six months ended June 30, 2000, the Company incurred a net loss of
$53,236.
Administration expenses for the three-month period amounted to $64,792, compared
to $185,861 in the same period of 1999.
During the quarter, the Company entered into an acquisition agreement to acquire
all of the issued and outstanding shares of Travelport Media Inc. The agreement
closes on July 7, 2000.
Travelport Media Inc. has developed marketing and reservation system for on-line
booking of tourist attractions, sightseeing tours, ground transportation,
restaurants and other visitor attractions. The Company's Travelport Stations
will be installed in a variety of prime international tourist destinations. Each
Travelport Station will be located strategically in high profile, four and five
star hotels and other destination sites, and give the traveling public the
ability to view and book reservations and tickets for local attractions and
facilities. Travelport Stations play high definition DVD interactive video on
flat touch screens.
In addition to significant advertising revenue, the Company anticipates income
by way of commissions from booking on-line attractions, restaurants, etc. The
Company will maintain ownership of all digital content, which will provide an
on-line video library for licensing to a growing number of travel related
internet sites.
<PAGE>
Part II - Other Information
Item 1 - Legal Proceedings:
Harvey Productions Inc.
-----------------------
In settlement of litigation, the Company agreed to make a series of payments
totalling $20,000 over the period from February to December 2000. The agreement
stipulated that in the event the Company defaults on any payment, the amount of
$50,000 would then become due and payable. During the six-month period, the
Company paid $11,000 under the terms of the agreement.
Item 2. - Changes in Securities: On June 14, 2000 the Company entered into an
Acquisition Agreement with Interactive Travel System Media Group, Inc., (TPI) a
Nevada corporation. Pursuant to this Agreement the Company issued unregistered
Warrants to acquire up to 3,000,000 shares of the Company's common stock at
$0.27 per share to the sole shareholder of TPI. The Warrants have a term of five
years and are first exercisable on June 14, 2001 with the shares vesting upon
exercise. The Company relied upon the exemption from the registration
requirements of the Securities Act of 1933 provided by section 4(2) being a
transaction by an issuer not involving a public offering for these conversions.
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: 8-K filed on July 10, 2000
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: August 8, 2000
/s/ "Patrick McGowan"
---------------------
Patrick McGowan, President
/s/ "Peter G. Rook-Green"
------------------------
Peter G. Rook-Green, Chief Financial Officer
<PAGE>
