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 3 month period ended: March 31, 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.
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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 205 - 16055 Fraser Highway
Surrey, British Columbia, Canada V3S 2W9
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (604) 597-0036
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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 May 11, 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)
3 Months ended 3 Months ended
March 31, 2000 March 31, 1999
----------------------- -----------------------
Assets
<S> <C> <C>
Current
$ 18,572 $ -
Cash
Accounts receivable 1,348 31,898
Share subscriptions receivable 17,500 -
Prepaid expenses 3,423 25,000
----------------------- -----------------------
40,843 56,898
Intangible Asset 6,688 1,276,800
----------------------- -----------------------
$ 47,531 $ 1,333,698
=======================
=======================
Liabilities
Current
Bank indebtedness - $ 17,412
Accounts payable and accrued liabilities $ 68,829 1,016,885
Due to shareholders - 14,946
----------------------- -----------------------
68,829 1,049,243
Stockholders' Equity
Capital stock 2,168,264 2,342,973
Deficit (2,189,562) (2,058,518)
----------------------- -----------------------
(21,298) 284,455
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$ 47,531 $ 1,333,698
=======================
=======================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Interim Consolidated Statement of Loss and Deficit
(Unaudited)
3 Months ended 3 Months ended
March 31, 2000 March 31, 1999
----------------------- -----------------------
<S> <C> <C>
Expenses
$ 813 $ 16,800
Amortization
Administration 13,776 88,454
Executive compensation 3,454 21,000
Rent 138 12,374
Research and development (26,309) 29,529
----------------------- -----------------------
(8,129) 168,157
----------------------- -----------------------
Net Income (Loss) 8,129 (168,157)
Deficit, beginning of period (2,197,691) (1,890,361)
----------------------- -----------------------
Deficit, end of period $ (2,189,562) $ (2,058,518)
=======================
=======================
</TABLE>
<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 $1,073,531 to March 31, 2000, and was repaid $53,230 during 1999, and
$1,009,889 in the current period, leaving a balance of $10,412, which is
included in accounts payable. There are no specific terms of repayment.
(b) Capital Resources
The Company had a working capital deficiency of $27,986 at March 31, 2000. As
noted above, the Company is receiving funding from a shareholder.
(c) Results of Operations
For the three months ended March 31, 2000, the Company incurred a net income of
$8,129, which resulted primarily from a correction to accounts payable.
Administration expenses for the three-month period amounted to $13,776, compared
to $88,454 in the same period of 1999.
During the quarter, the Company signed a letter of intent to acquire all the
issued and outstanding shares of Travelport Media Inc.
Travelport Media Inc. has developed a marketing and reservation system for
on-line booking of tourist attractions, sight-seeing 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.
David Smith was appointed to the Board of Directors of the Company effective
April 7, 2000, and Peter G. Rook-Green was appointed corporate secretary on
March 20, 2000.
<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 quarter, the Company paid
$6,500 under the terms of the agreement.
Item 2. - Changes in Securities:
In the quarter ended March 31, 2000, the Company converted debts to nineteen
individuals or corporations totaling $1,047,541 into 4,039,554 shares of common
stock at $0.25 per share, and 251,016 shares of common stock at $0.15 per share.
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: 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: May 12, 2000
/s/Patrick McGowan
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Patrick McGowan, President
/s/Peter G. Rook-Green
- ----------------------
Peter G. Rook-Green, Chief Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-2000 JAN-01-1999
<PERIOD-END> MAR-31-2000 MAR-31-1999
<CASH> 18,572 0
<SECURITIES> 0 0
<RECEIVABLES> 1,348 31,898
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 40,843 56,898
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 47,531 1,400,898
<CURRENT-LIABILITIES> 68,829 1,049,243
<BONDS> 0 0
0 0
0 0
<COMMON> 2,168,264 2,342,973
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 47,531 1,400,898
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> (8,129) 151,357
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 8,129 (168,157)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 8,129 (168,157)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 8,129 (168,157)
<EPS-BASIC> (0.01) (0.01)
<EPS-DILUTED> (0.01) (0.01)
</TABLE>
