As filed with the Securities and Exchange Commission on July 3, 2008
Registration No. 333-151229
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
(AMENDMENT NO. 2)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WOLF RESOURCES, INC.
(Name of small business issuer in its charter)
NEVADA 1000 20-2414965
(State of other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or organization) Classification Code Number) Identification No.)
Wolf Resources Inc.
Christopher Paterson, President
564 Wedge Lane
Fernley, NV 89408
Telephone: (604) 805-6340
Facsimile: (604) 224-5674
(Address and telephone number of principal executive offices)
Robert C. Harris
564 Wedge Lane
Fernley, NV 89408
(Name, address and telephone number of agent for service)
COPIES TO:
Karen Batcher, Esq.
Batcher Zarcone & Baker, LLP
4252 Bonita Road, #151
Bonita, CA 91902
TEL: (619) 475-7882
FAX: (619) 789-6262
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount of Shares Price Per Offering Registration
Registered to be Registered Share (1) Price Fee
- --------------------------------------------------------------------------------
Series A Preferred
Stock (Convertible) 1,500,000 $.10 $150,000 $5.90
- --------------------------------------------------------------------------------
Common Stock (2) 60,000,000 0 0 $0.00 (3)
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(1) Estimated solely for purposes of calculating the registration fee based
upon the proposed sale price of the shares.
(2) Represents the common stock issuable on the conversion of the Series A
Preferred Stock.
(3) No fee pursuant to Rule 457(i)
The Registrant hereby amends the Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Acts of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8 (a),
may determine.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
SUBJECT TO COMPLETION, DATED JULY 3, 2008
PROSPECTUS
WOLF RESOURCES, INC.
1,500,000 shares of Series A Preferred Stock
$.10 per share
We are offering shares of our Series A Preferred Stock (the "Preferred Stock").
The Preferred Stock may be converted by the holder into 40 shares of our common
stock at any time. No additional payment is required in connection with a
conversion. We will not pay any dividend on the Preferred Stock unless we pay a
dividend on our common stock. In that event the holders will be paid a dividend
equivalent to the dividend which would be received on the number of shares of
common stock into which the Preferred Stock could be converted. In the event
that we are liquidated the Preferred Stock would be entitled to receive the
amount of $.10 per share before any distribution to our common stock.
This prospectus also relates to the offering of up to 60,000,000 shares of our
Common Stock which may be issued upon conversion of the Series A Preferred
Stock.
There is no minimum number of shares that must be sold in this offering. We will
retain all proceeds from sales of the shares irrespective of the number of
shares sold.
The shares are being offered through our President pursuant to an exemption as a
broker/dealer under Rule 3a 4-1 of the Securities Exchange Act. There is no
minimum offering. Proceeds from the sale of the shares, up to $150,000 if all
the shares offered are sold, will not be placed in an escrow account and may be
used by us upon receipt. We are offering the shares until 180 days from
effective date but we may terminate the offering earlier.
Prior to this offering there has been no public market for our preferred stock
and there can be no assurance that any such market will develop. Our common
stock is quoted on the Over-the-Counter Bulletin Board under the symbol
"WLFR.OB".
THE SHARES INVOLVE SUBSTANTIAL RISK. SEE "RISK FACTORS" ON PAGE 5.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY NOR HAS THE COMMISSION OR ANY
SUCH AGENCY PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
The date of this Prospectus is July 3, 2008
PROSPECTUS SUMMARY
PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.
THIS SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION YOU SHOULD CONSIDER BEFORE
MAKING YOUR INVESTMENT DECISION. YOU SHOULD READ THE ENTIRE PROSPECTUS
CAREFULLY, INCLUDING THE SECTION TITLED "RISK FACTORS" AND THE FINANCIAL
STATEMENTS AND THE NOTES RELATING TO THOSE STATEMENTS.
FORWARD-LOOKING STATEMENTS
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. WE USE WORDS SUCH AS ANTICIPATE, BELIEVE, PLAN, EXPECT, FUTURE,
INTEND AND SIMILAR EXPRESSIONS TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. YOU
SHOULD NOT PLACE TOO MUCH RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. OUR
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE
FORWARD-LOOKING STATEMENTS FOR MANY REASONS, INCLUDING THE RISKS FACED BY US
DESCRIBED IN THE "RISK FACTORS" SECTION AND ELSEWHERE IN THIS PROSPECTUS.
We are in the business of mineral property exploration. We are currently in the
start-up phase of operations. Our sole mineral property asset is a mineral claim
known as the Copper Road I - VI claim, located Approx 2 Kilometers East of Deep
Water Bay (N.T.S. 92K/03W) Quadra Island of British Columbia. Pursuant to a
Mineral Property Purchase Agreement dated March 3, 2005, we acquired a 100%
undivided right, title and interest in and to the property. The owner of the
Copper Road I - VI claim and the grantor of the purchase is Larry Sostad of
Vancouver, British Columbia.
A "mineral claim" refers to a specific section of land over which a title holder
owns rights to exploration to ground. Such rights may be transferred or held in
trust. Mr. Sostad is currently our Trustee and is holding the Copper Road I - VI
property in his name for our benefit. It is a common procedure to have such
claims held in trust given the expense that we would incur in registering as a
recorded claim holder and as an extra-provincial company in British Columbia. We
can request that the claims be registered in our name at any time.
If the trustee becomes bankrupt or transfers the claims to a third party, we may
incur significant legal expenses in enforcing our interest in the claims in
British Columbia courts. The registration of the claims in the name of a trustee
does not impact a third party's ability to commence an action against us
respecting the property itself or to seize the claims after obtaining judgment.
The Copper Road I - VI claim consists of one mineral claim comprising 150
hectares. It is currently recorded under Tenure Number 526652. The original
claim was created on March 3, 2005 and renewed under Tenure Number 526652 on
January 30, 2005. The claim and is in good standing until January 31, 2009. The
claims are owned as to 100% by the Company which entitles the Company to the
sub-surface mineral rights. The company does not have any interest in the
surface rights. To maintain the ownership of the claims, the company is
obligated to either complete exploration work of one hundred dollars per cell
per year (i.e. $600.00 per year) for the first three years commencing March 3,
2005, thence two hundred dollars per cell (i.e. $1,200) per year thereafter or
the payment of the equivalent of cash in lieu prior to the Expiry Date. There is
no other cost associated with the annual renewal of the Company's claim. We have
complied with these requirements to date. However, if we fail to renew the claim
at the expiry of the claim's tenure, we may lose rights to renew altogether,
which would leave the Company void of its major asset.
2
Our objective is to conduct mineral exploration activities on the Copper Road I
- - VI claim in order to assess whether it possesses economic reserves of minerals
such as gold, copper and silver. We have not yet identified any economic
mineralization on the property. Our proposed exploration program, which is
broken down into four phases, is designed to search for an economic mineral
deposit. The four phases encompass compilation and analysis of previous
exploration data, investigation of anomalous areas, localized general and
detailed magnetometer and soil surveys, and testing diamond drilling of targets
delineated within the potential exploration sites.
Exploration for minerals is a speculative venture necessarily involving
substantial risk. In all probability, the Copper Road I - VI claim does not
contain any reserves and funds that we spend on exploration will be lost.
We were incorporated as Cantop Ventures, Inc. on February 22, 2005 under the
laws of the state of Nevada. On April 30, 2008, we filed Amended and Restated
Articles of Incorporation changing our name from Cantop Ventures, Inc. to Wolf
Resources, Inc. Our principal offices are located at 564 Wedge Lane, Fernley, NV
89408 Our telephone number is (604) 805-6340.
THE OFFERING:
Stock Offered: 1,500,000 shares of Series A Preferred Stock
Offering price: $.10 per share
Liquidation Preference: $.10 per share
Dividends: In the event a dividend or distribution is
declared on the Common Stock of the Company, in
cash or other property (other than a dividend of
our Common Stock), the holders of the Series A
Preferred Stock will be entitled to receive the
amount of cash or property equal to the cash or
property which would be received by the holders of
the number of shares of Common Stock into which
such shares of Series A Preferred Stock could be
converted immediately prior to such dividend or
distribution.
Optional Conversion: Each share of Series A Preferred Stock may be
converted, at the option of the holder, into 40
shares of our common stock, subject to adjustment
in a number of circumstances described under
"Description of Series A Preferred Stock--
Conversion into Common Stock." No additional
payment is required in connection with a
conversion.
Voting Rights: The Series A Preferred Stock has no voting rights.
Series A Preferred Stock
Outstanding: None
3
Common Stock outstanding:
Prior to offering: 8,500,000 shares
After offering assuming
sale of all preferred
and conversion of
convertible preferred
Stock into common stock: 68,500,000 shares Because this is a self
underwritten offering with no minimum, we may
receive from $0 up to $150,000 if all 1,500,000
shares offered are Estimated Proceeds: sold.
Use of Proceeds: Operations and development of our business,
potential acquisition of resource properties, and
working capital.
Prior to this offering there has been no public market for our preferred stock
and there can be no assurance that any such market will develop. Our common
stock is quoted on the Over-the-Counter Bulletin Board under the symbol
"WLFR.OB".
SUMMARY INFORMATION, RISK FACTORS AND RATION OF EARNINGS TO FIXED CHARGES
SUMMARY FINANCIAL INFORMATION
BALANCE SHEET
April 30, 2008
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Cash $ 511
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Total Assets $ 511
--------
Liabilities $ 19,166
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Total Stockholders' Equity $(18,655)
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STATEMENT OF OPERATIONS
From Incorporation on
February 22, 2005 to
April 30, 2008
--------------
Revenue $ 0
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Net Loss and Deficit $(77,255)
========
Our auditors have issued a going concern opinion, which is set forth in Note 2
to the audited Financial Statements included in this Registration Statement.
4
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
Our current operating funds are less than necessary to complete all intended
exploration of the Copper Road I - VI claim, and therefore we will need to
obtain additional financing in order to complete our business plan. We currently
do not have any operations and we have no income. As well, we will not receive
any funds from this registration.
Our business plan calls for significant expenses in connection with the
exploration of the Copper Road I - VI claim. Our current exploration program
consists of four phases. The actual cost for phase one was US $6,300 and the
estimated cost for phase two is $6,300. The estimated cost to complete phases
three and four are $12,600 and $29,400 respectively, as outlined in detail in
the table on pages 21-22 of this registration statement.
While we had sufficient funds to conduct phase one of our exploration program,
we will require additional financing in order to commence phase II and to cover
our anticipated administrative costs. We will also require additional financing
if the costs of the exploration of the Copper Road I - VI claim are greater than
anticipated. Even after completing all proposed exploration, we will not know if
we have a commercially viable mineral deposit. Further, if we complete our
current exploration program and are successful in identifying mineral deposits,
substantial funds will be required on further drilling and engineering studies
to ascertain whether we have commercially viable mineral deposit or reserve.
We will require additional financing to sustain our business operations if we
are not successful in earning revenues once exploration is complete. We do not
currently have any arrangements for financing and may not be able to find such
financing if required. Obtaining additional financing would be subject to a
number of factors, including the market price for copper, investor acceptance of
our property and general market conditions. These factors may make the timing,
amount, terms or conditions of additional financing unavailable to us.
BECAUSE WE HAVE COMPLETED LIMITED EXPLORATION ON THE CLAIM, WE FACE A HIGH RISK
OF BUSINESS FAILURE.
We have only completed Phase I of our exploration plan on the Copper Road I - VI
claim (the Phases of our exploration described in detail under "Description of
Business - Proposed Budget" below.) Accordingly, we have no way to evaluate the
likelihood that our business will be successful. We were incorporated on
February 22, 2005 and to date have been involved primarily in organizational
activities and the acquisition of the purchase of a mineral property. We have
not earned any revenues as of the date of this prospectus. Potential investors
should be aware of the difficulties normally encountered by new mineral
5
exploration companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates.
WE EXPECT TO INCUR SIGNIFICANT LOSSES IN THE FORESEEABLE FUTURE.
Prior to completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. For example,
completion of exploration phase two is estimated to cost us $6,300. We have
received positive results from phase I exploration. If we receive positive
results from phase two, we expect to incur additional costs estimated of $12,600
to complete exploration phase three and $29,400 for completion of phase four. We
do not expect to receive any income while conducting the above-mentioned
exploration phases. We therefore expect to incur significant losses into the
foreseeable future.
BECAUSE THE CLAIM IS HELD IN TRUST, WE MAY INCUR COSTS IF THE TRUSTEE BECOMES
BANKRUPT OR TRANSFERS THE CLAIMS TO A THIRD PARTY
A "mineral claim" refers to a specific section of land over which a title holder
owns rights to exploration to ground. Such rights may be transferred or held in
trust. Mr. Sostad is currently our Trustee and is holding the Copper Road I - VI
property in his name for our benefit. It is a common procedure to have such
claims held in trust given the expense that we would incur in registering as a
recorded claim holder and as an extra-provincial company in British Columbia. We
can request that the claims be registered in our name at any time.
If the trustee becomes bankrupt or transfers the claims to a third party, we may
incur significant legal expenses in enforcing our interest in the claims in
British Columbia courts. The registration of the claims in the name of a trustee
does not impact a third party's ability to commence an action against us
respecting the property itself or to seize the claims after obtaining judgment.
BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.
The search for valuable minerals as a business is extremely risky. The
likelihood of our mineral property containing economic mineralization or
reserves of gold is extremely remote. Exploration for minerals is a speculative
venture necessarily involving substantial risk. In all probability, the Copper
Road I - VI claim does not contain any reserves and funds that we spend on
exploration will be lost. As well, problems such as unusual or unexpected
formations and other conditions are involved in mineral exploration and often
result in unsuccessful exploration efforts. In such a case, we would be unable
to complete our business plan.
WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED. OUR
INDEPENDENT AUDITOR HAS RAISED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE
AS A GOING CONCERN.
6
The report of our independent accountant to our audited financial statements for
the period ended July 31, 2007 indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going concern. Such
factors identified in the report are that we have an accumulated deficit since
inception, we are likely to incur further losses in the development of our
business and that we are dependent upon obtaining adequate financing and
generating profitable operations.
THERE IS A RISK THAT WE WILL LOSE ALL RIGHTS TO THE CLAIM IF WE FAIL TO RENEW BY
THE EXPIRY DATE.
The Copper Road I - VI claim consists of one mineral claim comprising 150
hectares. It is currently recorded under Tenure Number 526652. The original
claim was created on March 3, 2005 and we have renewed the claim on an annual
basis. The claim is presently in good standing until January 31, 2009. The
claims are owned as to 100% by the Company which entitles the Company to the
sub-surface mineral rights. The company does not have any interest in the
surface rights. To maintain the ownership of the claims, the company is
obligated to either complete exploration work of one hundred dollars per cell
per year (i.e. $600.00 per year) for the first three years commencing March 3,
2005, thence two hundred dollars per cell (i.e. $1,200) per year thereafter or
the payment of the equivalent of cash in lieu prior to the Expiry Date. There is
no other cost associated with the annual renewal of the Company's claim. We have
diligently renewed our claim annually. However, if we fail to renew the claim at
the expiry of the claim's tenure, we may lose rights to renew altogether, which
would leave the Company void of its major asset.
BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.
The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.
EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE COPPER ROAD I
- - VI CLAIM, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.
The Copper Road I - VI claim does not contain any known bodies of
mineralization. If we complete our current exploration program and are
successful in identifying mineral deposits, substantial funds will be required
on further drilling and engineering studies to ascertain whether we have
commercially viable mineral deposit or reserve. In addition, if our exploration
programs are successful in establishing gold of commercial tonnage and grade, we
will require additional funds in order to place the property into commercial
production. We may not be able to obtain such financing.
IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL
UNCERTAINTIES, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.
There are several governmental regulations that materially restrict mineral
property exploration and development. Under Canadian mining law, to engage in
certain types of exploration will require work permits, the posting of bonds and
7
the performance of remediation work for any physical disturbance to the land.
While these current laws will not affect our current exploration plans, if we
proceed to commence drilling operations on the Copper Road I - VI property, we
will incur modest regulatory compliance costs.
In addition, the legal and regulatory environment that pertains to the
exploration of ore is uncertain and may change. Uncertainty and new regulations
could increase our costs of doing business and prevent us from exploring for ore
deposits. The growth of demand for ore may also be significantly slowed. This
could delay growth in potential demand for and limit our ability to generate
revenues. In addition to new laws and regulations being adopted, existing laws
may be applied to mining that have not as yet been applied. These new laws may
increase our cost of doing business with the result that our financial condition
and operating results may be harmed.
BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.
None of our officers or directors has any technical training or experience in
the field of geology and specifically in the areas of exploring for, starting
and operating a mine. As a result, we may not be able to recognize and take
advantage of potential acquisition and exploration opportunities in the sector
without the aid of qualified geological consultants. As well, with no direct
training or experience in these areas, our management may not be fully aware of
the specific requirements related to working in this industry. Their decisions
and choices may not take into account standard engineering or managerial
approaches mineral exploration companies commonly use. Consequently, our
operations, earnings and ultimate financial success may suffer irreparable harm
due to management's lack of training and experience in this industry.
BECAUSE OUR PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
Our president, Mr. Christopher Paterson only spends approximately 25% of his
business time providing his services to us. While Mr. Paterson presently
possesses adequate time to attend to our interests, it is possible that the
demands on Mr. Paterson from his other obligations could increase with the
result that he would no longer be able to devote sufficient time to the
management of our business.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and no certainty that a market
will develop. Our common stock is quoted on the Over-the-Counter Bulletin Board
under the symbol "WLFR.OB." However, our shares may never trade on the bulletin
board. If no market is ever developed for our shares, it will be difficult for
shareholders to sell their stock. In such a case, shareholders may find that
they are unable to achieve benefits from their investment.
UNDER RULE 144, A SIGNIFICANT NUMBER OF RESTRICTED SHARES MAY BE AVAILABLE TO
THE PUBLIC IN MAY, 2006
8
There are currently 4,000,000 restricted shares outstanding that may, under Rule
144, have become available for sale to the public in May, 2006. Hence, the
possible sale of those restricted shares may, in the future, dilute the
percentage of free-trading shares held by a shareholder or subsequent purchaser
of these securities, and may have a depressive effect on the price of our
securities.
A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.
The shares offered by this prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, thus limiting investment liquidity. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to rules 15g-1 through 15g-10 of the
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
Please refer to the "Plan of Distribution" section for a more detailed
discussion of penny stock and related broker-dealer restrictions.
THE OFFERING PRICE OF $.10 PER SHARE IS SPECULATIVE.
The offering price of $.10 per share has been arbitrarily determined by our
management and does not bear any relationship to the assets, net worth or actual
or projected earnings of the Company or any other generally accepted criteria of
value.
WE HAVE NOT PAID ANY CASH DIVIDENDS.
The preferred stock will not be paid any dividends unless we pay dividends on
our common stock. We have not paid any cash dividends on our common stock nor do
we presently contemplate the payment of any cash dividends. Accordingly, there
can be no assurance that you will receive any return from an investment in our
convertible preferred stock. In the absence of the payment of dividends, any
return on your investment would be realized only upon your sale of our stock. We
are not making any representations that an investment in our stock will be
profitable or result in a positive return.
RATIO OF EARNINGS TO FIXED CHARGES
Not Applicable, as there are currently no earnings.
9
USE OF PROCEEDS
Because this offering has no minimum, we may receive a small amount of proceeds
up to the maximum of $150,000 if all 1,500,000 shares offered by this prospectus
are sold. We plan to use the net proceeds of this offering as follows based upon
various levels of sales of shares after deducting estimated offering expenses of
$12,000.
$18,750 $37,500 $75,000 $150,000
------- ------- ------- --------
Exploration
- Phase II $ 6,300 $ 6,300 $ 6,300 $ 6,300
Legal 0 3,000 8,000 12,000
Accounting 450 4,800 5,200 6,000
General and Administrative 0 9,500 15,000 20,000
Working Capital (1) 0 1,900 28,500 93,700
- ----------
(1) The Company may use Working Capital for acquisition of additional resource
properties.
The foregoing represents our best estimate of the allocation of the proceeds of
this offering based on planned use of funds for the our operations and current
objectives. We may reallocate funds from time to time if we believe such
reallocation to be in our best interest for uses that may or may not have been
herein anticipated.
DETERMINATION OF OFFERING PRICE
Our management has arbitrarily determined the price of the shares we are
offering for sale under this prospectus and the conversion ratio of the
convertible preferred stock into common stock. In determining the offering price
and conversion ratio, our management considered the most recent price paid for
our shares by our current shareholders, our business potential, and market
valuation of competing firms.
DILUTION
As of April 30, 2008, we had net tangible book value of ($18,655), or ($.0022)
per share of Common Stock. Net book value per share means our tangible assets
less all liabilities divided by the number of shares of Common Stock
outstanding. After giving effect to the sale of the maximum 1,500,000 shares of
Series A Preferred Stock at a price of $.10 (less the estimated expenses of this
offering of $12,000) and conversion of such shares into Common Stock, the
adjusted net tangible book value would have been approximately $.0017 per share
of Common Stock. The result would be an immediate increase in net tangible book
value of $.0039 per share of Common Stock to existing stockholders and an
immediate dilution of $.0008 per share to new investors. The following table
illustrates this dilution to new investors on a per common share basis:
10
Pro-forma public price of Common Stock after conversion.......... .0025
Net tangible book value per share of Common
Stock before the offering ....................................... (.0022)
Increase per Common share attributable to the sale to
new investors of the shares in this offering .................... .0039
Net tangible book value per Common share after offering ......... .0017
------
Dilution per Common share to new investors ...................... $.0008
======
The following table summarizes the investments of all existing stockholders and
new investors after giving effect to the sale of the maximum shares of Series A
Preferred Stock in this offering and conversion of such stock into Common Stock,
a comparison of the number of shares of Common Stock acquired from the Company,
the percentage of ownership of such shares, the total consideration paid, the
percentage of total consideration paid and the average price per share.
Shares Purchased Total Consideration
------------------- -------------------- Average Price
Number Percent Amount Percent per Share
------ ------- ------ ------- ---------
Existing stockholders .... 8,500,000 12.4% $ 31,000 17.1% $.004
New investors ............ 60,000,000 87.6% $150,000 82.9% $.003
---------- ----- -------- -----
Total .................... 68,500,000 100.0% $181,000 100.0%
========== ===== ======== =====
CAPITALIZATION
The following table sets forth our capitalization as of April 30, 2008 and as
adjusted to reflect the sale of the 1,500,000 shares of Series A Preferred Stock
offered herein and pro forma as adjusted to reflect conversion of 1,500,000
shares of Series A Preferred Stock into 60,000,000 shares of common stock.
April 30, 2008
---------------------- Pro forma
Actual Adjusted Adjusted
-------- -------- ---------
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value: 100,000,000
shares authorized, 8,500,000 issued and
outstanding (actual), 8,500,000 issued
and outstanding (as adjusted) and 68,500,000
issued and outstanding (proforma as adjusted) ......... $ 8,500 $ 8,500 $ 68,500
Preferred Stock $.001 par value: 20,000,000
authorized, 0 Series A Preferred shares
issued and outstanding (actual), 1,500,00
shares issued and outstanding (as adjusted),
0 issued and outstanding (pro forma as adjusted) ...... -- 1,500 --
Additional paid-in capital ............................ 50,100 186,600 128,100
Deficit accumulated during the development stage ...... (77,255) (77,255) (77,255)
-------- -------- --------
Total stockholders' equity ............................ $(18,655) $119,345 $119,345
======== ======== ========
11
PLAN OF DISTRIBUTION
We are offering up to 1,500,000 shares of Series A Preferred Stock at a price or
$.10 per share. We are offering the shares directly to the public until 180 days
from the date of this prospectus, however, we may terminate the offering prior
to that date. There is no minimum amount of shares that must be sold before we
use the proceeds. Proceeds will not be returned to investors if we sell less
than all of the 1,500,000 shares being offered in this prospectus. The proceeds
from the sales of the shares will be paid directly to us promptly following each
sale and will not be placed in an escrow account.
The offering will be conducted by our President, Christopher Paterson. Under
Rule 3a 4-1 of the Securities Exchange Act an issuer may conduct a direct
offering of its securities without registration as a broker/dealer. Such
offering may be conducted by officers who perform substantial duties for or on
behalf of the issuer otherwise then in connection with securities transactions
and who were not brokers or dealers or associated persons of brokers or dealers
within the preceding 12 months and who have not participated in selling an
offering of securities for any issuer more than once every 12 months, with
certain exceptions.
Furthermore, such persons may not be subject to a statutory disqualification
under Section 3(a)(39) of the Securities Exchange Act and may not be compensated
in connection with securities offerings by payment of commission or other
remuneration based either directly or indirectly on transactions in securities
and are not at the time of offering our shares are associated persons of a
broker or dealer. Our President, Christopher Paterson, meets these requirements.
HOW TO INVEST
Subscriptions for purchase of shares offered by this prospectus can be made by
completing, signing and delivering to us, the following:
1. an executed copy of the Subscription Agreement; and
2. payment in the form of wire transfer to Batcher Zarcone & Baker, LLP
Client Trust Account, wire information included in Subscription
Agreement
RESALE OF OUR SHARES
There is presently no public market for our Series A Preferred Stock and there
is no assurance that a trading market will develop or be sustained. Accordingly,
anyone who purchases Series A Preferred stock pursuant to this Registration
Statement may have to hold the shares indefinitely and may have difficulty
selling them if an active trading market does not develop.
Our common stock is currently listed on the Over-the-Counter Bulletin Board
under the symbol "WLFR.OB" There can be no assurance that an active trading
market for the common stock will develop or be sustained or that the market
price of the common stock will not decline below the initial public trading
price. The initial public trading price will be determined by market makers
independent of us. You may convert our preferred stock into common stock at any
time. See, "Description of Securities - Series A Preferred Stock" below.
12
Even if a market develops for our common stock you may have difficulty selling
our shares due to the operation of the SEC's penny stock rules. These rules
regulate broker-dealer practices in connection with transactions in "penny
stocks." These requirements may have the effect of reducing the level of trading
activity in the secondary market for our stock.
We are registering the preferred stock for sale in several states throughout the
United States. The "blue sky" laws of some states may impose restrictions upon
the ability of investors to resell our shares in those states without
registration or an exemption from the registration requirements. Accordingly,
investors may have difficulty selling our shares and should consider the
secondary market for our shares to be a limited one.
DESCRIPTION OF SECURITIES TO BE REGISTERED
COMMON STOCK
We are authorized to issue 100,000,000 shares of Common Stock, $.001 par value.
The holders of our Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by stockholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voting for the election of directors can
elect all of the directors then up for election. The holders of our Common Stock
are entitled to receive dividends when, as and if declared by the Board of
Directors out of funds legally available therefore. In the event of liquidation,
dissolution or winding up of the Company, the holders of Common Stock are
entitled to share ratably in all assets remaining which are available for
distribution to them after payment of liabilities and after provision has been
made for each class of stock, such as the Series A Preferred Stock, having
preference over the Common Stock. Holders of shares of our Common Stock, as
such, have no conversion, preemptive or other subscription rights, and there are
no redemption provisions applicable to the Common Stock. All of the outstanding
shares of Common Stock are fully paid and non-assessable.
PREFERRED STOCK
Our board of directors has the authority, without stockholder approval, to issue
up to 20,000,000 shares of preferred stock in one or more series and to
determine the rights, privileges and limitations of the preferred stock. The
rights, preferences, powers and limitations on different series of preferred
stock may differ with respect to dividend rates, amounts payable on liquidation,
voting rights, conversion rights, redemption provisions, sinking fund
provisions, and purchase funds and other matters. As of the date of this
prospectus we have no preferred stock outstanding.
DESCRIPTION OF SERIES A PREFERRED STOCK
Pursuant to its authority, our board of directors has designated 1,500,000
shares of the preferred stock as the Series A Preferred Stock. The shares of
convertible preferred stock, when issued and sold in the manner contemplated by
this prospectus, will be duly and validly issued, fully paid and non-assessable.
Subscribers to our Series A Preferred Stock will not have any preemptive rights
if we issue other series of preferred stock. The convertible preferred stock is
not subject to any sinking fund. We have no right or obligation to redeem the
13
convertible preferred stock. The convertible preferred stock has a perpetual
maturity and may remain outstanding indefinitely, subject to your right to
convert the convertible preferred stock into common stock. Any convertible
preferred stock converted or acquired by us will, upon cancellation, have the
status of authorized but unissued shares of preferred stock of no designated
series. We will be able to reissue these cancelled shares of preferred stock.
DIVIDENDS
From and after the dates of issuance of any shares of Series A Preferred Stock,
each outstanding share of the Series A Preferred Stock shall entitle its holder
to receive when, if and as declared by the Board of Directors, but only out of
funds legally available for the payment of dividends, dividends at 6% of its par
value per annum payable in cash, prior to and in preference to the payment of
any dividend or other distribution on the Corporation's common stock, par value
$.001 per share (the "Common Stock"). Such dividends, when, if and as declared,
shall be payable in one annual installment on the last day of December of each
year, to holders of record on the last day of the month preceding the month in
which the payment date occurs. Dividends on each share of the Series A Preferred
Stock shall be noncumulative and shall not accrue if not declared and paid.
Dividends payable on a share of the Series A Preferred Stock for any period less
than a full annual dividend period shall be computed on the basis of a 365-day
year.
In the event any dividend or other distribution payable in cash or other
property (other than shares of our Common Stock) is declared on our Common
Stock, each Holder of shares of Series A Preferred Stock on the record date for
such dividend or distribution shall be entitled to receive per share on the date
of payment or distribution of such dividend or other distribution the amount of
cash or property equal to the cash or property which would be received by the
holders of the number of shares of Common Stock into which such share of Series
A Preferred Stock would be converted pursuant immediately prior to such record
date.
The Company shall declare or pay a dividend on any share of Common Stock unless
a dividend, payable in the same consideration and manner, is simultaneously paid
or declared, as the case may be, on each share of Series A Preferred Stock in an
amount determined as described above.
CONVERSION INTO COMMON STOCK
Each shareholder of our Series A Preferred Stock ("Holder") may convert the
convertible preferred stock at a conversion rate of 40 shares of common stock
for each share of convertible preferred stock. No payment is required in
connection with a conversion. We will not make any adjustment to the conversion
price for accrued or unpaid dividends upon conversion. We will not issue
fractional shares of common stock upon conversion. If conversion of the Series A
Preferred Stock would create a fractional share of Common Stock to a holder or a
right to acquire a fractional share of Common Stock, such fractional share shall
be disregarded and the number of shares of Common Stock issuable upon
conversion, shall be rounded up to the next higher number of shares.
In order to convert shares of convertible preferred stock, the Holder must
deliver the Series A Preferred Stock certificate to us at our office or to the
office of the transfer agent for our Common Stock along with a duly signed and
completed Notice Of Conversion.
The conversion date will be the date of delivery of the convertible Series A
Preferred Stock certificate and the duly signed and completed Notice Of
14
Conversion to us or our transfer agent. The Holder will not be required to pay
any U.S. federal, state or local issuance taxes or duties or costs incurred by
us on conversion, but will be required to pay any tax or duty payable as a
result of the common stock upon conversion being issued other than in your name.
We will not issue common stock certificates unless all taxes and duties, if any,
have been paid by the Holder.
No commission or other remuneration will be paid or given, directly or
indirectly, for soliciting a conversion.
NO CONVERSION RATE ADJUSTMENTS
The conversion rate for our Series A Preferred Stock is 40 shares of Common
Stock per one share of Series A Preferred Stock. There shall be no adjustments
for stock dividends or other distributions common stock on shares of our common
stock, subdivisions (splits) of our common stock, combinations (reverse-splits)
of our common stock, recapitalization, reclassification, consolidation, merger,
sale, transfer or share exchange.
LIQUIDATION PREFERENCE
Upon the liquidation, dissolution or winding up of the business of the Company,
whether voluntary or involuntary, each holder of Series A Preferred Stock shall
be entitled to receive, out of the legally available assets of the Company, a
preferential amount in cash equal to (and not more than) $.10 per share. All
preferential amounts to be paid to the holders of Series A Preferred Stock in
connection with such liquidation, dissolution or winding up shall be paid before
the payment or setting apart for payment of any amount for, or the distribution
of any assets of the Corporation to the holders of (i) any other class or series
of capital stock whose terms expressly provide that the holders of Series A
Preferred Stock should receive preferential payment with respect to such
distribution (to the extent of such preference) and (ii) the Corporation's
Common Stock. If upon any such distribution the assets of the Corporation shall
be insufficient to pay the holders of the outstanding shares of Series A
Preferred Stock (or the holders of any class or series of capital stock ranking
on a parity with the Series A Preferred Stock as to distributions in the event
of a liquidation, dissolution or winding up of the Corporation) the full amounts
to which they shall be entitled, such holders shall share ratably in any
distribution of assets in accordance with the sums which would be payable on
such distribution if all sums payable thereon were paid in full.
Any distribution in connection with the liquidation, dissolution or winding up
of the Corporation, or any bankruptcy or insolvency proceeding, shall be made in
cash to the extent possible. Whenever any such distribution shall be paid in
property other than cash, the value of such distribution shall be the fair
market value of such property as determined in good faith by the Board of
Directors of the Corporation.
Neither the sale, lease or other transfer of all or substantially all of the
property or business of the Company, nor the merger or consolidation of the
Company into or with any other corporation or other business entity, nor the
merger or consolidation of any other corporation or other business entity into
or with the Corporation shall be deemed to be a dissolution, liquidation or
winding up, voluntary or involuntary, for the purpose of Series A Preferred
Stock liquidation rights.
15
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
SHARE PURCHASE WARRANTS
We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have outstanding any options to purchase shares of
our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant. Nor was any such person
connected with the registrant as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
The financial statements included in this prospectus and the registration
statement have been audited by Michael T. Studer CPA P.C., to the extent and for
the periods set forth in their report appearing elsewhere in this document and
in the registration statement filed with the SEC, and are included in reliance
upon such report given upon the authority of said firm as experts in auditing
and accounting.
The validity of the common stock to be sold by the selling stockholders under
this prospectus will be passed upon for us by Batcher Zarcone & Baker, LLP.
INFORMATION WITH RESPECT TO THE REGISTRANT
DESCRIPTION OF BUSINESS
IN GENERAL
We have commenced operations as an exploration stage company. We are engaged in
the acquisition, and exploration of mineral properties with a view to exploiting
any mineral deposits we discover that demonstrate economic feasibility. Pursuant
to a Mineral Property Purchase Agreement dated March 3, 2005, we acquired a 100%
undivided right, title and interest in a total of six mineral claim cells, known
collectively as the Copper Road I - VI claim, covering 150 hectares and located
Approx 2 Kilometers East of Deep Water Bay (N.T.S. 92K/03W) Quadra Island of
British Columbia. We have renewed our claim on an annual basis, and we intend to
renew our Claim, which currently expires January 31, 2009, prior to its
expiration. There is no assurance that a commercially viable mineral deposit
exists on the property. Further exploration will be required before a final
16
evaluation as to the economic and legal feasibility is determined. We do not
have any current plans to acquire interests in additional mineral properties,
though we may consider such acquisitions in the future.
Mineral property exploration is typically conducted in phases. Each subsequent
phase of exploration work is recommended by a geologist based on the results
from the most recent phase of exploration. Once we have completed and evaluated
each phase of exploration, we will make a decision as to whether or not we
proceed with each successive phase based upon the analysis of the results of
that phase. Our directors will make this decision based upon the recommendations
of the independent geologist who oversees the program and records the results.
We have completed the initial phase of exploration on the Copper Road I - VI
claim. Our professional consulting geologist, Mr. Laurence Sookochoff, has
provided his geological report for the results of Phase I exploration. Pursuant
to the Phase I results, he has recommended that we initiate Phase II of our
exploration program, which will consist of localized magnetometer and soil
surveys over the prime indicated anomalous zones. The additional work program is
estimated to cost U.S. $6,300 and further work will be dependent on the results
of the recommended additional program.
Our plan of operation is to conduct Phase II exploration work on the Copper Road
I - VI claim in order to ascertain whether it possesses economic quantities of
copper and precious metals. There can be no assurance that an economic mineral
deposit exists on the Copper Road I - VI claim until appropriate exploration
work is done and an economic evaluation based on such work concludes that
production of minerals from the property is economically feasible.
Even if we complete our proposed exploration programs on the Copper Road I - VI
claim and we are successful in identifying a mineral deposit, we will have to
spend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit.
DESCRIPTION, LOCATION AND ACCESS
The Copper Road I - VI claim property is located on Quadra Island, which is
between Vancouver Island and the British Columbia mainland, within three
kilometres off the east coast of Vancouver Island. The coordinates of the
property are 125(degree) 18' 05" W Longitude and 50(degree) 11' 05" N Latitude
in the Nanaimo Mining Division, within Map Sheet NTS 082K03W. The property is
accessible by ferry from the city of Campbell River to Quathiaski Cove on Quadra
Island, then inland by road approximately 21 kilometres. Facilities and skilled
population Campbell River are readily available and will provide all the
necessary services needed for property exploration. According to the report
provided by Mr. Sookochoff, sufficient water for all phases of the exploration
program could be available from numerous water courses within the confines of
the property.
THE COPPER ROAD I - VI PROPERTY PURCHASE AGREEMENT
On March 3, 2005, we entered into an agreement with Larry Sostad of Vancouver,
British Columbia, whereby he sold a 100% undivided right, title and interest in
and to the Copper Road I - VI mineral claim for $3,500.
The Copper Road I - VI claim consists of one mineral claim comprising a six cell
claim block with an area of approximately 150 hectares. The property includes a
mineralized shear zone from which historic production of some 4,736 tonnes of
17
mineralized material was reportedly mined from which approximately 87,181 grams
silver, 716 grams gold, and 182,729 kilograms of copper were recovered.
To maintain the ownership of the claims, we are obligated to either complete
exploration work of one hundred dollars per cell per year for three years thence
two hundred dollars per cell thereafter or the payment of the equivalent of cash
in lieu prior to the Expiry Date, which is currently January 31, 2009.
INFRASTRUCTURE AND CONDITION OF THE PROPERTY
The Copper Road I - VI claim is free of mineral workings. There is no equipment
or other infrastructure facilities located on the property. There is no power
source located on the property. We will need to use portable generators if we
require a power source for exploration of the Copper I - VI claim.
MINERALIZATION
The Copper Road I - VI claim mineralization is descried in the 1963 Minister of
Mines Report as comprised of quartz and copper sulfides occurring in variable
amounts within the shear zone (a tabular zone of rock which has been crushed due
to "shearing" along a fault or zone of weakness). Historic production was
obtained from two main mineralized "shoots" hosted by a shear zone indicated to
have a width of up to nine metres and to extend for 1,400 metres along strike
(the direction of a vein or rock formation measured on a level surface).
Mineralization, although sparse in drill hole intersections testing an IP
anomaly 1,000 feet distant, has been defined to a depth of 200 feet.
Mineralization is comprised of quartz, calcite, bornite, chalcocite,
chalcopyrite, native copper and malachite.
The complete text of the 1963 Minister of Mines Report can be found on the
Ministry of Energy, Mines and Petroleum Resources' website at
http://www.em.gov.bc.ca/dl/gsbpubs/annualreports/ar_1963.pdf.
EXPLORATION HISTORY
Previous exploration included diamond drilling and geophysical surveys from
which estimates of mineral reserves were 115,000 tons copper and silver grading
2.8% Cu and 0.5oz Ag per ton by Anaconda by H. Wahl, P.Eng., (1983) and 60,000
tons of +2% copper subject to confirmation by drilling and underground
exploration (Wahl, 1983). Metallurgical tests completed in 1998 indicated that a
recovery of 91% of the copper could be achieved. It was stated that the good
cupper recover by flotation suggests that an all-flotation procedure may be a
viable process for recovery.
GEOLOGICAL ASSESSMENT REPORT: COPPER ROAD I - VI CLAIM
We commissioned Mr. Laurence Sookochoff to prepare a geological report on the
Copper Road I - VI claim. Mr. Sookochoff holds bachelor if science degree in
geology from the University of British Columbia and has practiced his profession
as a geologist for over 38 years. He is a member of the Association of
Professional Engineers and Geoscientists of the Province of British Columbia.
The report summarizes the results of prior exploration and makes recommendations
for further exploration.
18
INITIAL REPORT - JUNE 13, 2005:
Based on his review of the Copper Road I - VI claim, Mr. Sookochoff concludes
that the Copper Road I - VI claim is located in a favorable geological
environment for the occurrence of copper mineralization. Mr. Sookochoff
recommends that we commence Phase II exploration program which consists of
localized general magnetometer and soil surveys over the prime indicated
anomalous zones.
Following the results of Phase II, further exploration pursuant to Phase III of
our exploration plan would entail geological mapping and trenching and sampling
of anomalous zones. Geological mapping involves plotting previous exploration
data relating to a property on a map in order to determine the best property
locations to conduct subsequent exploration work. Phase IV would consist of
drill testing anomalous or mineralized zones if warranted by the results of the
preceding phases. Drilling involves extracting a long cylinder of rock from the
ground to determine amounts of metals at different depths. Pieces of the rock
obtained, known as drill core, are analyzed for mineral content.
UPDATED REPORT - JULY 17, 2006:
Phase I of our exploration program consisted of trenching and sampling on the
Copper Road property. The samples assayed significant values for copper. Based
on the results of the Phase I exploration program, Mr. Sookochoff has suggested
that we commence Phase II of our exploration program. The estimated cost of this
work is U.S. $6,300. Further work will be dependent upon the results of the
above recommended program.
PROPOSED BUDGET
Approximate total costs for the recommended four phase program are as following:
Phase I (completed)
Compilation of previous exploration data; Analysis
of the data, compilation map and investigate the
anomalous areas along the shear zone that are
indicated to contain mineralization
TOTAL PHASE I COSTS (actual): $ 6,300
Phase II
Localized general magnetometer and soil
Surveys over the prime indicated
anomalous zones
TOTAL PHASE II COSTS: $ 6,300
Phase III
Detailed magnetometer and soil surveys.
TOTAL PHASE III COSTS: $12,600
Phase IV
Test diamond drilling of the targets delineated
within the potential exploration sites.
TOTAL PHASE IV COSTS: $29,400
-------
GRAND TOTAL EXPLORATION COSTS: $54,600
=======
19
COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in British Columbia specifically.
We will have to sustain the cost of reclamation and environmental mediation for
all exploration and development work undertaken. The amount of these costs is
not known at this time as we do not know the extent of the exploration program
that will be undertaken beyond completion of the currently planned work
programs. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess the
impact of any capital expenditures on earnings or our competitive position in
the event a potentially economic deposit is discovered.
If we enter into production, the cost of complying with permit and regulatory
environment laws will be greater than in the exploration phases because the
impact on the project area is greater. Permits and regulations will control all
aspects of any production program if the project continues to that stage because
of the potential impact on the environment. Examples of regulatory requirements
include:
- Water discharge will have to meet water standards;
- Dust generation will have to be minimal or otherwise re-mediated;
- Dumping of material on the surface will have to be re-contoured and
re-vegetated;
- An assessment of all material to be left on the surface will need to
be environmentally benign;
- Ground water will have to be monitored for any potential contaminants;
- The socio-economic impact of the project will have to be evaluated and
if deemed negative, will have to be re-mediated; and
- There will have to be an impact report of the work on the local fauna
and flora.
EMPLOYEES
We have no employees as of the date of this prospectus other than our director.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any other research or development expenditures since our
incorporation.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
20
REPORTS TO SECURITY HOLDERS
The Company will furnish shareholders with audited annual financial reports
certified by the Company's independent accountants.
The Company is a reporting issuer with the Securities and Exchange Commission.
The Company will file annual reports on Form 10-KSB, quarterly reports on Form
10-QSB, current reports on Form 8-K and amendments to these reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended as required to maintain the fully reporting status.
You may read and copy any materials Wolf Resources, Inc. will file with the SEC
at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C.
20002. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that
site is http://www.sec.gov.
PLAN OF OPERATIONS
From inception to date, we have completed the initial phase of exploration on
the Copper Road I - VI claim, completed assaying samples taken from the property
during Phase I field exploration and received an updated geological report from
our professional consulting geologist for the Phase I exploration.
We have incurred sufficient property expenditures to satisfy the first year
requirements of our Property Purchase Agreement.
Our plan of operation for the twelve months is to complete Phase II of the
additional work recommended in our professional consulting geologist's June 13,
2005 report. We plan to raise additional funds so that we can commence the Phase
II work program on the Copper Road I - VI claim in the spring of 2009. The
program should take up to a one month to complete. Although we have no current
estimate of these revised phases of exploration we will need to incur a total of
$600.00 before January 30, 2009 in order to maintain ownership of our property
claims. The exploration work will be conducted by our trustee, Mr. Larry Sostad,
who will be supervised by Mr. Laurance Sookochoff, our professional consulting
geologist. They will each provide their services at standard market rates within
the context of our exploration plan budget. Our agreements with each of Mr.
Sostad and Mr. Sookochoff for their services are verbal.
We do not have any verbal or written agreement regarding the retention of any
qualified engineer or geologist for this exploration program.
In addition to the exploration program costs, we estimate we will incur $5,000
in administrative costs for the year following the date of this annual report.
Total expenditures related to exploration over the next 12 months are therefore
expected to be approximately $6,300.
While we have enough funds for our anticipated administrative costs for the next
year, we will require additional funding in order to cover Phase II and III
exploration programs on the Copper Road I - VI claim. We anticipate that
additional funding will be in the form of equity financing from the sale of our
common stock or from director loans. We do not have any arrangements in place
for any future equity financing or loans.
21
If we are successful in our exploration program and identify a mineral deposit
on the Copper Road I - VI claim we will still have to spend substantial funds on
further drilling and engineering studies to determine if the deposit is
commercially viable.
DESCRIPTION OF PROPERTY
We do not possess any interest in real property. Our interest in the Copper Road
I - VI mineral claim only provides us with the right to explore for and extract
minerals from the property area.
LEGAL PROCEEDINGS
We are currently not a party to any legal proceedings.
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO ESTABLISHED TRADING MARKET FOR COMMON STOCK
Our common stock is quoted on the Over-the-Counter Bulletin Board under the
symbol "WLFR.OB". However, we can provide no assurance that our shares will be
traded on the bulletin board or, if traded, that a public market will
materialize. There is no established public trading market for the Series A
Preferred Stock being offered in this offering, and we do not expect a market to
develop. In addition, we do not intend to apply for listing our Series A
Preferred Stock on any securities exchange or for quotation on the any
securities market. Without an active market, the liquidity of the Series A
Preferred Stock will be limited.
STOCKHOLDERS OF OUR COMMON SHARES
As of the date of this registration statement, we have 40 registered
shareholders.
RULE 144 SHARES
A total of 4,000,000 shares of our common stock are available for resale to the
public in accordance with the volume and trading limitations of Rule 144 of the
Act. In general, under Rule 144 as currently in effect, a person who has
beneficially owned shares of a company's common stock for at least six months,
provided that the company has been subject to the reporting requirements of the
Securities Act of 1934 for a minimum of 90 days, is entitled to sell within any
three month period a number of shares that does not exceed the greater of:
1. 1% of the number of shares of the company's common stock then
outstanding which, in our case, will equal 85,000, shares as of the
date of this prospectus; or
2. the average weekly trading volume of the company's common stock during
the four calendar weeks preceding the filing of a notice on Form 144
with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of
the 4,000,000 shares that may be sold pursuant to Rule 144.
22
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to any
other persons.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We currently do not have any securities authorized for issuance under equity
compensation plans.
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS:
1. Auditors' Report;
2. Audited financial statements for the periods ending July 31, 2007 and
July 31, 2006, including:
a. Balance Sheet;
b. Statement of Operations;
c. Statement of Cash Flows;
d. Statement of Stockholders' Equity; and
e. Notes to the Audited Financial Statements
3. Interim financial statements (unaudited) for the period ending April
30, 2008, including:
a. Balance Sheet;
b. Statement of Operations;
c. Statement of Cash Flows;
d. Statement of Stockholders' Equity; and
e. Notes to the Interim Financial Statements (unaudited)
23
RESULTS OF OPERATIONS FOR THE PERIOD FROM INCEPTION THROUGH APRIL 30, 2008
We have not earned any revenues from our incorporation on February 22, 2005 to
April 30, 2008. We do not anticipate earning revenues unless we enter into
commercial production on the Copper Road I - VI claim, which is doubtful. We
have not commenced the exploration stage of our business and can provide no
assurance that we will discover economic mineralization on the property, or if
such minerals are discovered, that we will enter into commercial production.
We incurred operating expenses in the amount of $77,255 for the period from our
inception on February 22, 2005 to July 31, 2007. These operating expenses were
comprised of accounting and audit fees, mineral property costs, organization
costs, regulatory fees and filings, donated management services, office rent,
and office, bank charges and other sundries, net of interest income.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. For these reasons our auditors
believe that there is substantial doubt that we will be able to continue as a
going concern.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our accountants.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Risks Factors, Page 5.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officers and directors and their respective ages as of the date of
this prospectus are as follows:
DIRECTORS:
Name of Director Age
- ---------------- ---
Christopher Paterson 42
Robert Roth 36
EXECUTIVE OFFICERS:
Name of Officer Age Office
- --------------- --- ------
Christopher Paterson 42 President, CEO, Secretary,
Treasurer and Director
BIOGRAPHICAL INFORMATION
Set forth below is a brief description of the background and business experience
of our executive officer and director for the past five years.
24
MR. CHRISTOPHER PATERSON has acted as our President, CEO, Secretary and
Treasurer since our incorporation on February 22, 2005. From 2000 to present,
Mr. Paterson acted as a Business Consultant and investor. After receiving his
degree in Marketing in 1987 Mr. Paterson went on to work for John Tann Ltd.
(UK), a security equipment manufacturer, where he held various positions in
Sales and Marketing until 1994. He then worked for Honeywell Ltd. where he was
responsible for the financial and large commercial portfolios for the company
until 1998. With his proven management skills and vast business experience,
including the funding of Mining and Exploration companies, he is positioned to
capitalize on the opportunities present in this growing sector. Mr. Paterson
does not have any professional training or technical credentials in the
exploration, development and operation of mines. Mr. Paterson intends to devote
approximately 25% of his business time to our affairs.
MR. ROBERT ROTH received his Masters in Business Administration from Cal Poly
San Luis Obispo, in 1998. Since that date, Mr. Roth has assisted companies in
the areas of marketing, product management, process management, usability,
public relations, advertising, customer retention, communications and graphic
design. From May, 1998 to present, Mr. Roth has worked with such companies as:
SimpleNet, Broadcast.com, Yahoo!, NetIdentity, NamePlanet, ThatYear, and
Infommersion. Mr. Roth has experience as a member of the board of directors for
the following organizations: iLounge San Diego Conference Planning Committee,
San Diego iMarketers, NIRSA.
TERM OF OFFICE
Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officer is appointed by the board of directors
and will hold office until removed by the board.
SIGNIFICANT EMPLOYEES
We have no significant employees other than the officer and director described
above.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officer by any person for all services rendered in all capacities
to us for the fiscal period from our inception on February 22, 2005 to April 30,
2008 and the subsequent period to the date of this prospectus.
ANNUAL COMPENSATION
Restricted
Other Stock Options/ LTIP Other
Name Title Year Salary Bonus Comp. Awarded SARs(#) payouts($) Comp
- ---- ----- ---- ------ ----- ----- ------- ------- ---------- ----
Christopher Pres. CEO/ 2005 $0 0 0 0 0 0 0
Paterson CFO/Sec. 2006 $0 0 0 0 0 0 0
Treas. 2007 $0 0 0 0 0 0 0
25
STOCK OPTION GRANTS
We have not granted any stock options to the executive officers since our
inception.
CONSULTING AGREEMENTS
We do not have any employment or consulting agreement with Mr. Paterson. We do
not pay him any amount for acting as director.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.
Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of class
----- ------------------- --------- --------
COMMON Christopher Paterson 2,000,000 23.53%
STOCK President, CEO
Secretary and Treasurer
Director
200 - 675 West Hastings St.
Vancouver, BC V6B 1N2 CANADA
Robert Roth 2,000,000 23.53%
Director
6354 Caminito del Cervato
San Diego, CA 92111
COMMON All officers and directors 4,000,000 47.06%
STOCK as a group that consists of shares
two persons
The percent of class is based on 8,500,000 shares of common stock issued and
outstanding as of the date of this prospectus.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our president, Mr. Christopher Paterson, provides management services and office
premises to us free of charge. From our inception on February 22, 2005 to April
30, 2008, the management services and office premises were valued at $27,600.00.
These amounts were charged to operations.
Otherwise, none of the following parties has, since our date of incorporation,
had any material interest, direct or indirect, in any transaction with us or in
any presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to our
outstanding shares of common stock;
* Our sole promoter, Christopher James Paterson;
* Any member of the immediate family of any of the foregoing
persons.
26
DIRECTOR INDEPENDENCE
The OTC Bulletin Board does not have any director independence requirements.
However, using the definition of "independent director" contained under NASDAQ
Marketplace Rule 4200(a)(15), we believe that Robert Roth is classified as an
independents director.
27
FINANCIAL STATEMENTS
Wolf Resources, Inc.
(Formerly Cantop Ventures, Inc.)
Audited Financial Statements
For the Fiscal Years Ending
July 31 2007 and July 31, 2006
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Cantop Ventures, Inc.
I have audited the accompanying balance sheets of Cantop Ventures, Inc. (the
"Company") as of July 31, 2007 and 2006, and the related statements of
operations, changes in stockholders' equity (deficiency), and cash flows for the
years then ended and for the period February 22, 2005 (inception) to July 31,
2007. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of July 31, 2007 and
2006 and the results of its operations and cash flows for the years then ended
and for the period February 22, 2005 (inception) to July 31, 2007 in conformity
with accounting principles generally accepted in the United States.
The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company's present financial situation raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to this matter are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Michael T. Studer CPA P.C.
-----------------------------------
Freeport, New York
September 20, 2007
F-2
Wolf Resources, Inc.
(formerly Cantop Ventures, Inc.)
(An Exploration Stage Company)
Balance Sheets (audited)
(Expressed in US Dollars)
- --------------------------------------------------------------------------------
July 31, July 31,
2007 2006
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 358 $ 8,125
-------- --------
TOTAL ASSETS $ 358 $ 8,125
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 2,247 $ 5,000
Due to related party 5,000 700
-------- --------
TOTAL CURRENT LIABILITIES 7,247 5,700
-------- --------
STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $0.001 par value;
Authorized 20,000,000 shares,
Issued and outstanding:
0 and 0 shares, respectively -- --
Common stock, $0.001 par value;
Authorized: 100,000,000 shares, -- --
Issued and outstanding:
8,500,000 and 8,500,000 shares, respectively 8,500 8,500
Additional paid-in capital 43,800 35,400
Deficit accumulated during the exploration stage (59,189) (41,475)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (6,889) 2,425
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $ 358 $ 8,125
======== ========
See notes to financial statements.
F-3
Wolf Resources, Inc.
(formerly Cantop Ventures, Inc.)
(An Exploration Stage Company)
Statements of Operations (audited)
(Expressed in US Dollars)
- --------------------------------------------------------------------------------
Cumulative during the
exploration stage
Year ended July 31, February 22, 2005 to
--------------------------- July 31,
2007 2006 2007
---------- ---------- ----------
REVENUE $ -- $ -- $ --
---------- ---------- ----------
Total Revenue -- -- --
========== ========== ==========
EXPENSES
Mining property exploration costs -- 7,500 9,500
Impairment of mining property acquisition costs -- -- 3,500
General and administrative 17,714 19,667 46,189
---------- ---------- ----------
Total Costs and Expenses 17,714 27,167 59,189
---------- ---------- ----------
NET INCOME (LOSS) $ (17,714) $ (27,167) $ (59,189)
========== ========== ==========
NET LOSS PER SHARE
Basic and diluted $ (0.00) $ (0.00)
========== ==========
NUMBER OF COMMON SHARES USED TO COMPUTE LOSS PER SHARE
Basic and Diluted 8,500,000 8,500,000
========== ==========
See notes to financial statements.
F-4
Wolf Resources, Inc.
(formerly Cantop Ventures, Inc.)
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficiency) (audited)
For the period February 22, 2005 (Inception) to July 31, 2007
(Expressed in US Dollars)
- --------------------------------------------------------------------------------
Deficit
Common Stock, $0.001 Common Accumulated Total
Par Value Additional Stock During the Stockholders'
--------------------- Paid-in Subscription Development Equity
Shares Amount Capital Unpaid Stage (Deficiency)
------ ------ ------- ------ ----- ------------
Common stock issued for cash
- March, 2005 at $0.001 2,000,000 $ 2,000 $ -- $ -- $ -- $ 2,000
- June, 2005 at $0.001 3,500,000 3,500 -- (3,500) -- --
- July, 2005 at $0.001 500,000 500 -- -- -- 500
- July, 2005 at $0.01 2,500,000 2,500 22,500 -- -- 25,000
Donated services 4,500 4,500
Net loss for the period February 22,
2005 (inception) to July 31, 2005 (14,308) (14,308)
---------- -------- ------- -------- --------- --------
Balance, July 31, 2005 8,500,000 8,500 27,000 (3,500) (14,308) 17,692
Common stock subscriptions paid -- -- -- 3,500 -- 3,500
Donated services -- -- 8,400 -- -- 8,400
Net loss for the year ended
July 31, 2006 -- -- -- -- (27,167) (27,167)
---------- -------- ------- -------- --------- --------
Balance, July 31, 2006 8,500,000 $ 8,500 $35,400 $ -- $ (41,475) $ 2,425
Donated services -- -- 8,400 -- -- 8,400
Net loss for the year -- -- -- -- (17,714) (17,714)
---------- -------- ------- -------- --------- --------
Balance, April 30, 2007 8,500,000 $ 8,500 $43,800 $ -- $ (59,189) $ (6,889)
========== ======== ======= ======== ========= ========
See notes to financial statements.
F-5
Wolf Resources, Inc.
(formerly Cantop Ventures, Inc.)
(An Exploration Stage Company)
Statements of Cash Flows (audited)
(Expressed in US Dollars)
- --------------------------------------------------------------------------------
Cumulative during the
exploration stage
Year ended July 31, February 22, 2005 to
--------------------------- July 31,
2007 2006 2007
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(17,714) $(27,167) $(59,189)
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operating activities:
Impairment of mining property acquisition costs -- -- 3,500
Donated services 8,400 8,400 21,300
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities (2,753) 1,358 2,247
-------- -------- --------
NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES (12,067) (17,409) (32,142)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mining property -- -- (3,500)
-------- -------- --------
NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES -- -- (3,500)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Sales of common stock -- 3,500 31,000
Due to related party 4,300 -- 5,000
-------- -------- --------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 4,300 3,500 36,000
-------- -------- --------
INCREASE (DECREASE) IN CASH (7,767) (13,909) 358
CASH, BEGINNING OF PERIOD 8,125 22,034 --
-------- -------- --------
CASH, END OF PERIOD $ 358 $ 8,125 $ 358
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ -- $ -- $ --
======== ======== ========
Income taxes paid $ -- $ -- $ --
======== ======== ========
See notes to financial statements.
F-6
Wolf Resources, Inc.
(Formerly Cantop Ventures, Inc.)
Notes to Audited Financial Statements
For the Years Ended July 31, 2007 and 2006
Note 1 Organization and Business Operations
Cantop Ventures, Inc. (the "Company") was incorporated in the State of
Nevada on February 22, 2005. The Company is an Exploration Stage Company as
defined by Statement of Financial Accounting Standards ("SFAS") No. 7. The
Company has acquired a mineral property located in the Province of British
Columbia, Canada, and has not yet determined whether this property contains
reserves that are economically recoverable. The recoverability of amounts
from the property will be dependent upon the discovery of economically
recoverable reserves, confirmation of the Company's interest in the
underlying property, the ability of the Company to obtain necessary
financing to satisfy the expenditure requirements under the property
agreement and to complete the development of the property, and upon future
profitable production or proceeds for the sale thereof.
Note 2 Summaries of Significant Accounting Policies
Basis of Presentation
These financial statements have been prepared on a "going concern" basis,
which contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, as of July 31, 2007, the Company
had cash of $358 and a stockholders' deficiency of $6,889. Further, since
inception, the Company has incurred a net loss of $59,189. These factors
create substantial doubt as to the Company's ability to continue as a going
concern. The Company plans to improve its financial condition by obtaining
new financing. However, there is no assurance that the Company will be
successful in accomplishing this objective. The financial statements do not
include any adjustments that might be necessary should the Company be
unable to continue as a going concern.
Mineral Property Costs
The Company is in the exploration stage since its incorporation and
inception on February 22, 2005 and has not yet realized any revenues from
its planned operations. It is primarily engaged in the acquisition and
exploration of mining properties. Mineral property acquisition costs are
capitalized and are charged to operations as the value is impaired.
Exploration costs are expensed until proven and probable reserves are
established. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable
reserves, the costs incurred to develop such property are capitalized. Such
costs will be amortized using the units-of-production method over the
estimated life of the probable reserves.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
F-7
Foreign Currency Translation
The Company's functional and reporting currency is the United States
dollar.
Financial Instruments
The carrying value of the Company's financial instruments, consisting of
cash, accounts payable and accrued liabilities, and due to related party,
approximates their fair value due to the short maturity of these
instruments.
Environmental Costs
Environmental expenditures that relate to current operations are charged to
operations or capitalized as appropriate. Expenditures that relate to an
existing condition caused by past operations, and which do not contribute
to current or future revenue generation, are charged to operations.
Liabilities are recorded when environmental assessments and/or remedial
efforts are probable, and the cost can be reasonably estimated. Generally,
the timing of these accruals coincides with the earlier of completion of a
feasibility study or the Company's commitments to a plan of action based on
the then known facts.
Income Taxes
Income taxes are accounted for under the assets and liability method.
Deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates in
effect for the year in which those temporary differences are expected to be
recovered or settled.
Basic and Diluted Net Loss Per Share
The Company computes net income (loss) per share in accordance with SFAS
No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both
basic and diluted earnings per share (EPS) on the face of the income
statement. Basic EPS is computed by dividing net income (loss) available to
common shareholders (numerator) by the weighted average number of shares
outstanding (denominator) during the period. Diluted EPS gives effect to
all potentially dilutive common shares outstanding during the period.
Diluted EPS excludes all potentially dilutive shares if their effect is
anti-dilutive.
Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with
SFAS Nos. 123 and 123R. To date, the company has not adopted a stock option
plan and has not granted any stock options.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of
three months or less at the time of issuance to be cash equivalents.
Note 3 Mineral Property
Pursuant to a mineral property purchase agreement dated March 3, 2005, the
Company acquired a 100% undivided right, title and interest in the Copper
Road I -VI mineral claim, located approximately 2 kilometres East of Deep
F-8
Water Bay, Quadra Island of British Columbia, Canada for $3,500. The Tenure
Number ID is 526652, which expires March 3, 2008. The property is in the
name of Larry Ralph W. Sostad held by him in trust for the Company.
In June 2005, the Company received an evaluation report from a third party
consulting firm recommending an exploration program with a total estimated
cost of $65,000. Due to lack of working capital, the Company has not
completed this program. At July 31, 2005, the Company provided a $3,500
reserve for impairment of the mining property acquisition costs.
Note 4 Due to Related Party
The $5,000 amount due to related party at July 31, 2007 is due a director
of the Company, is non-interest bearing, and is due on demand.
Note 5 Common Stock
During the period from February 22, 2005 (Inception) to July 31, 2006 the
Company sold a total of 8,500,000 shares of common stock to 40 individuals
and received total cash proceeds of $31,000. 4,000,000 shares were sold to
company officers and directors at a price of $0.001 per share. 2,000,000
shares were sold to other individuals at a price of $0.001 per share, and
2,500,000 shares were sold to other individuals at a price of $0.01 per
share. On June 30, 2006, the Securities and Exchange Commission declared
effective the Company's Registration Statement on Form SB-2 to register the
4,500,000 shares of common stock not owned by company officers and
directors.
At July 31, 2007, there are no outstanding stock options or warrants.
Note 6 Income Taxes
No provisions for income taxes have been recorded since the Company has
incurred losses since inception. Based on management's present assessment,
the Company has not yet determined it to be more likely than not that a
deferred tax asset of $ 11,692 attributable to the future utilization of
the net operating loss carryforward of $34,389 as of July 31, 2007 will be
realized. Accordingly, the Company has provided a 100% allowance against
the deferred tax asset in the financial statements. The Company will
continue to review this valuation allowance and make adjustments as
appropriate. The net operating loss carryforward expires $6,308 in year
2025, $18,767 in year 2026, and $9,314 in year 2027.
Current tax laws limit the amount of loss available to be offset against
future taxable income when a substantial change in ownership occurs.
Therefore, the amount available to offset future taxable income may be
limited.
Note 7 Related Party Transactions
The president of the Company provides management services and office space
to the Company at no cost. For the years ended July 31, 2007 and 2006,
these services were valued at $8,400 per year and expensed, with the same
amounts added to additional paid in capital.
Note 8 Subsequent Event (Unaudited)
On May 23, 2008, the Company certified the designation of 1,500,000 shares
(of its 20,000,000 total authorized shares of preferred stock) as "Series A
Preferred Stock". Each share of Series A Preferred Stock has a stated value
and liquidation preference of $.10, has no voting rights, is convertible at
the option of the holder into 40 shares of the Company's common stock, and
is entitled to noncumulative dividends when, if and as declared by the
Board of Directors, at 6% of its par value per annum in preference to any
dividends on the Company's common stock. In the event that dividends are
declared on the common stock, each share of Series A Preferred Stock is
entitled to receive a dividend equal to 40 times the dividend per share of
common stock.
On May 28, 2008, the Company filed a Registration Statement on Form S-1
with the United States Securities and Exchange Commission to sell up to
1,500,000 shares of Series A Preferred Stock at a price of $.10 per share
or $150,000 total in a "best efforts" self-underwriting.
F-9
Wolf Resources, Inc.
(Formerly Cantop Ventures, Inc.)
Interim (Unaudited) Financial Statements
For the Period Ending April 30, 2008
Wolf Resources, Inc.
(formerly Cantop Ventures, Inc.)
(An Exploration Stage Company)
Balance Sheets
(Expressed in US Dollars)
- --------------------------------------------------------------------------------
April 30, July 31,
2008 2007
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 511 $ 358
-------- --------
TOTAL ASSETS $ 511 $ 358
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ -- $ 2,247
Due to related party 19,166 5,000
-------- --------
TOTAL CURRENT LIABILITIES 19,166 7,247
-------- --------
STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $0.001 par value;
Authorized 20,000,000 shares,
Issued and outstanding:
0 and 0 shares, respectively -- --
Common stock, $0.001 par value;
Authorized: 100,000,000 shares,
Issued and outstanding:
8,500,000 and 8,500,000 shares, respectively 8,500 8,500
Additional paid-in capital 50,100 43,800
Deficit accumulated during the exploration stage (77,255) (59,189)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (18,655) (6,889)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $ 511 $ 358
======== ========
See notes to financial statements.
F-10
Wolf Resources, Inc.
(formerly Cantop Ventures, Inc.)
(An Exploration Stage Company)
Statements of Operations
(Expressed in US Dollars)
(Unaudited)
- --------------------------------------------------------------------------------
Cumulative during the
exploration stage
Three months ended April 30, Nine months ended April 30, (February 22, 2005 to
--------------------------- --------------------------- April 30,
2008 2007 2008 2007 2008)
---------- ---------- ---------- ---------- ----------
REVENUE $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
Total Revenue -- -- -- -- --
========== ========== ========== ========== ==========
EXPENSES
Mining property exploration costs -- -- -- -- 9,500
Impairment of mining property
acquisition costs -- -- -- -- 3,500
General and administrative 4,571 5,150 18,066 11,746 64,255
---------- ---------- ---------- ---------- ----------
Total Costs and Expenses 4,571 5,150 18,066 11,746 77,255
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (4,571) $ (5,150) $ (18,066) $ (11,746) $ (77,255)
========== ========== ========== ========== ==========
NET LOSS PER SHARE
Basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
NUMBER OF COMMON SHARES USED TO
COMPUTE LOSS PER SHARE
Basic and Diluted 8,500,000 8,500,000 8,500,000 8,500,000
========== ========== ========== ==========
See notes to financial statements.
F-11
Wolf Resources, Inc.
(formerly Cantop Ventures, Inc.)
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficiency)
For the period February 22, 2005 (Inception) to April 30, 2008
(Expressed in US Dollars)
- --------------------------------------------------------------------------------
Deficit
Common Stock, $0.001 Common Accumulated Total
Par Value Additional Stock During the Stockholders'
--------------------- Paid-in Subscription Development Equity
Shares Amount Capital Unpaid Stage (Deficiency)
------ ------ ------- ------ ----- ------------
Common stock issued for cash
- March, 2005 at $0.001 2,000,000 $2,000 $ -- $ -- $ -- $ 2,000
- June, 2005 at $0.001 3,500,000 3,500 -- (3,500) -- --
- July, 2005 at $0.001 500,000 500 -- -- -- 500
- July, 2005 at $0.01 2,500,000 2,500 22,500 -- -- 25,000
Donated services -- -- 4,500 -- -- 4,500
Net loss for the period February 22,
2005 (inception) to July 31, 2005 -- -- -- -- (14,308) (14,308)
---------- ------ ------- -------- --------- --------
Balance, July 31, 2005 8,500,000 8,500 27,000 (3,500) (14,308) 17,692
Common stock subscriptions paid -- -- -- 3,500 -- 3,500
Donated services -- -- 8,400 -- -- 8,400
Net loss for the year ended
July 31, 2006 -- -- -- -- (27,167) (27,167)
---------- ------ ------- -------- --------- --------
Balance, July 31, 2006 8,500,000 8,500 35,400 -- (41,475) 2,425
Donated services -- -- 8,400 -- -- 8,400
Net loss for the year ended
July 31, 2007 -- -- -- -- (17,714) (17,714)
---------- ------ ------- -------- --------- --------
Balance, July 31, 2007 8,500,000 8,500 43,800 -- (59,189) (6,889)
Unaudited:
Donated services -- -- 2,100 -- -- 2,100
Net loss for the three months
ended October 31, 2007 -- -- -- -- (8,405) (8,405)
---------- ------ ------- -------- --------- --------
Balance, October 31, 2007 8,500,000 8,500 45,900 -- (67,594) (13,194)
Donated services -- -- 2,100 -- -- 2,100
Net loss for the three months
ended January 31, 2008 -- -- -- -- (5,090) (5,090)
---------- ------ ------- -------- --------- --------
Balance, January 31, 2008 8,500,000 8,500 48,000 -- (72,684) (16,184)
Net loss for the three months
ended April 30, 2008 -- -- -- -- (4,571) (4,571)
---------- ------ ------- -------- --------- --------
Balance, April 30, 2008 8,500,000 $8,500 $50,100 $ -- $ (77,255) $(18,655)
========== ====== ======= ======== ========= ========
See notes to financial statements.
F-12
Wolf Resources, Inc.
(formerly Cantop Ventures, Inc.)
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)
- --------------------------------------------------------------------------------
Cumulative during
the exploration stage
Nine months ended April 30, (February 22, 2005 to
--------------------------- April 30,
2008 2007 2008)
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(18,066) (11,746) $(77,255)
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operating activities:
Impairment of mining property acquisition costs -- -- 3,500
Donated services 6,300 6,300 27,600
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities (2,247) (5,000) --
-------- -------- --------
NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES (14,013) (10,446) (46,155)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mining property -- -- (3,500)
-------- -------- --------
NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES -- -- (3,500)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Sales of common stock -- -- 31,000
Due to related party 14,166 4,300 19,166
-------- -------- --------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 14,166 4,300 50,166
-------- -------- --------
INCREASE (DECREASE) IN CASH 153 (6,146) 511
CASH, BEGINNING OF PERIOD 358 8,125 --
-------- -------- --------
CASH, END OF PERIOD $ 511 1,979 $ 511
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ -- -- $ --
-------- -------- --------
Income taxes paid $ -- $ -- $ --
-------- -------- --------
See notes to financial statements.
F-13
Wolf Resources, Inc.
(formerly Cantop Ventures, Inc.)
Notes to Interim (Unaudited) Financial Statements
For the Period Ending April 30, 2008
Note 1 Interim Financial Statements
The unaudited financial statements as of April 30, 2008 and for the three
and nine months ended April 30, 2008 and 2007 and for the period February
22, 2005 (inception) to April 30, 2008 have been prepared in accordance
with accounting principles generally accepted in the United States for
interim financial information and with instructions to Form 10-QSB. In the
opinion of management, the unaudited financial statements have been
prepared on the same basis as the annual financial statements and reflect
all adjustments, which include only normal recurring adjustments, necessary
to present fairly the financial position as of April 30, 2008 and the
results of operations and cash flows for the periods ended April 30, 2008
and 2007. The financial data and other information disclosed in these notes
to the interim financial statements related to these periods are unaudited.
The results for the three and nine month period ended April 30, 2008 is not
necessarily indicative of the results to be expected for any subsequent
quarter of the entire year ending July 31, 2008. The balance sheet at July
31, 2007 has been derived from the audited financial statements at that
date.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to
the Securities and Exchange Commission's rules and regulations. These
unaudited financial statements should be read in conjunction with our
audited financial statements and notes thereto for the year ended July 31,
2007 as included in our report on Form 10-KSB.
Note 2 Organization and Business Operations
Wolf Resources, Inc. (formerly Cantop Ventures, Inc.) (the "Company") was
incorporated in the State of Nevada on February 22, 2005. The Company is an
Exploration Stage Company as defined by Statement of Financial Accounting
Standards ("SFAS") No. 7. The Company has acquired a mineral property
located in the Province of British Columbia, Canada, and has not yet
determined whether this property contains reserves that are economically
recoverable. The recoverability of amounts from the property will be
dependent upon the discovery of economically recoverable reserves,
confirmation of the Company's interest in the underlying property, the
ability of the Company to obtain necessary financing to satisfy the
expenditure requirements under the property agreement and to complete the
development of the property, and upon future profitable production or
proceeds from the sale thereof.
Note 3 Mineral Property
Pursuant to a mineral property purchase agreement dated March 3, 2005, the
Company acquired a 100% undivided right, title and interest in the Copper
Road I -VI mineral claim, located approximately 2 kilometres East of Deep
Water Bay, Quadra Island of British Columbia, Canada for $3,500. The Tenure
F-14
Number ID is 526652, which expires January 30, 2009. The property is in the
name of Larry Ralph W. Sostad held by him in trust for the Company.
In June 2005, the Company received an evaluation report from a third party
consulting firm recommending an exploration program with a total estimated
cost of $65,000. Due to lack of working capital, the Company has not
completed this program. At July 31, 2005, the Company provided a $3,500
reserve for impairment of the mining property acquisition costs.
Note 4 Due to Related Party
The $19,166 and $5,000 amounts due to related party at April 30, 2008 and
July 31, 2007, respectively, are due a director of the Company, are
non-interest bearing, and are due on demand.
Note 5 Common Stock
During the period from February 22, 2005 (inception) to July 31, 2005 the
Company sold a total of 8,500,000 shares of common stock to 40 individuals
and received total cash proceeds of $31,000. 4,000,000 shares were sold to
company officers and directors at a price of $0.001 per share. 2,000,000
shares were sold to other individuals at a price of $0.001 per share, and
2,500,000 shares were sold to other individuals at a price of $0.01 per
share. On June 30, 2006, the Securities and Exchange Commission declared
effective the Company's Registration Statement on Form SB-2 to register the
4,500,000 shares of common stock not owned by Company officer and
directors.
At April 30, 2008, there are no outstanding stock options or warrants.
Note 6 Income Taxes
No provisions for income taxes have been recorded since the Company has
incurred losses since inception. Based on management's present assessment,
the Company has not yet determined it to be more likely than not that a
deferred tax asset of $15,693 attributable to the future utilization of the
net operating loss carryforward of $46,155 as of April 30, 2008 will be
realized. Accordingly, the Company has provided a 100% allowance against
the deferred tax asset in the financial statements. The Company will
continue to review this valuation allowance and make adjustments as
appropriate. The net operating loss carryforward expires $6,308 in year
2025, $18,767 in year 2026, $9,314 in year 2027, and $11,766 in year 2028.
Current tax laws limit the amount of loss available to be offset against
future taxable income when a substantial change in ownership occurs.
Therefore, the amount available to offset future taxable income may be
limited.
F-15
Note 7 Related Party Transactions
The president of the Company provides management services and office space
to the Company at no cost. For the period February 22, 2005 (inception) to
April 30, 2008, these services were valued at and expensed for a total of
$27,600 ($4,500 in the period February 22, 2005 to July 31, 2005, $8,400
per year in the years ended July 31, 2006 and 2007, and $6,300 in the nine
months ended April 30, 2008), with the same amounts added to additional
paid-in capital.
Note 8 Subsequent Events
On May 23, 2008, the Company certified the designation of 1,500,000 shares
(of its 20,000,000 total authorized shares of preferred stock) as "Series A
Preferred Stock". Each share of Series A Preferred Stock has a stated value
and liquidation preference of $.10, has no voting rights, is convertible at
the option of the holder into 40 shares of the Company's common stock, and
is entitled to noncumulative dividends when, if and as declared by the
Board of Directors, at 6% of its par value per annum in preference to any
dividends on the Company's common stock. In the event that dividends are
declared on the common stock, each share of Series A Preferred Stock is
entitled to receive a dividend equal to 40 times the dividend per share of
common stock.
On May 28, 2008, the Company filed a Registration Statement on Form S-1
with the United States Securities and Exchange Commission to sell up to
1,500,000 shares of Series A Preferred Stock at a price of $.10 per share
or $150,000 total in a "best efforts" self-underwriting.
F-16
INFORMATION NOT REQUIRED IN THE PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officer and director are indemnified as provided by the Nevada Revised
Statutes (the "NRS") and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders
in connection with a matter in which the director has a material
conflict of interest;
(2) a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal
profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
director and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate
II-1
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Act, may be
permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
EXHIBITS
Exhibit
Number Description
- ------ -----------
3.1 Articles of Incorporation (incorporated by reference in the
Registration Statement on Form SB-2 filed with the SEC on September
30, 2005)
3.2 Amended and Restated Articles of Incorporation (incorporated
by reference in the Registration Statement on Form S-1 filed with the
SEC on May 28, 2008)
3.3 Bylaws (incorporated by reference in the Registration Statement on
Form SB-2 filed with the SEC on September 30, 2005)
3.4 Certificate of Designation of the Series A Preferred Stock of Wolf
Resources, Inc. filed with the Nevada Secretary of State on May 23,
2008. (incorporated by reference in the Registration Statement on Form
S-1 filed with the SEC on May 28, 2008)
5.1 Legal opinion regarding tradability of stock provided herewith
10.1 Mineral Property Purchase Agreement dated March 3, 2005 (incorporated
by reference in the Registration Statement on Form SB-2 filed with the
SEC on September 30, 2005)
10.2 Mineral Claim Title letter (incorporated by reference in the
Registration Statement on Form SB-2 filed with the SEC on September
30, 2005)
10.3 Agreement to Extend Purchase and Sale Agreement (incorporated by
reference in the Registration Statement on Form SB-2 filed with the
SEC on September 30, 2005)
10.4 Updated Mineral Claim Title letter (incorporated by reference in the
Registration Statement on Form SB-2 filed with the SEC on September
30, 2005)
23.1 Consent of Michael T. Studer, CPA P.C. (incorporated by reference in
the Registration Statement on Form S-1 filed with the SEC on
May 28, 2008)
99.1 Wahl Report (1983) (incorporated by reference in the Registration
Statement on Form SB-2 filed with the SEC on September 30, 2005)
99.2 Evaluation Report on the Copper Road I-IV Mineral Claim (incorporated
by reference in the Registration Statement on Form SB-2 filed with the
SEC on September 30, 2005)
II-2
UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
i. To include any Prospectus required by of the Securities Act of
1933;
ii. To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of Prospectus filed
with the Commission pursuant to if, in the aggregate, the changes
in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
and
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Vancouver,
Province of British Columbia, CANADA, on July 3, 2008.
WOLF RESOURCES INC.
By: /s/ Christopher Paterson
------------------------------------------
Christopher Paterson
President, Chief Executive Officer,
Chief Financial Officer, Treasurer
(Principal Accounting Officer)and Director
By: /s/ Robert Roth
------------------------------------------
Robert Roth, Director
II-3