-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VvyyAPDzANRpfG4NHokT3g6Q1/OYRmxF6AaSDn8PTil9Ka8NCkBeCZleR0kgZPJM lSJMqzCKuApvDq8r82cf8g== 0001165527-08-000737.txt : 20081126 0001165527-08-000737.hdr.sgml : 20081126 20081125180553 ACCESSION NUMBER: 0001165527-08-000737 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20081031 FILED AS OF DATE: 20081126 DATE AS OF CHANGE: 20081125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wolf Resources, Inc. CENTRAL INDEX KEY: 0001328769 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 202414965 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52296 FILM NUMBER: 081214950 BUSINESS ADDRESS: STREET 1: 564 WEDGE LANE CITY: FERNLEY STATE: NV ZIP: 89408 BUSINESS PHONE: 619-923-3060 MAIL ADDRESS: STREET 1: 564 WEDGE LANE CITY: FERNLEY STATE: NV ZIP: 89408 FORMER COMPANY: FORMER CONFORMED NAME: CANTOP VENTURES, INC. DATE OF NAME CHANGE: 20050531 10-Q 1 g2788.txt QTRLY REPORT FOR THE QTR ENDED 10-31-2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended October 31, 2008 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period ____________ to ____________ Commission File Number 000-52296 WOLF RESOURCES, INC. (Exact name of registrant as specified in its charter) Nevada 20-2414965 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 564 Wedge Lane Fernley, NV 89408 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: 403-585-9144 None (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes [ X ] No [ ] 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. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] Wolf Resources, Inc. (formerly Cantop Ventures, Inc.) (An Exploration Stage Company) Balance Sheets (Expressed in US Dollars) - --------------------------------------------------------------------------------
October 31, July 31, 2008 2008 -------- -------- (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash $ 720 $ 129 -------- -------- TOTAL ASSETS $ 720 $ 129 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) CURRENT LIABILITIES Accounts payable and accrued liabilities $ 7,500 $ -- Due to related party (Non-interest bearing, due on demand) 24,441 23,341 -------- -------- TOTAL CURRENT LIABILITIES 31,941 23,341 -------- -------- 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 54,300 52,200 Deficit accumulated during the exploration stage (94,021) (83,912) -------- -------- TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (31,221) (23,212) -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $ 720 $ 129 ======== ========
See notes to financial statements. 2 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 October 31, (February 22, 2005 to ------------------------------- October 31, 2008 2007 2008) ---------- ---------- ---------- REVENUE $ -- $ -- $ -- ---------- ---------- ---------- Total Revenue -- -- -- ========== ========== ========== EXPENSES Mining property exploration costs -- -- 9,500 Impairment of mining property acquisition costs -- -- 3,500 General and administrative 10,109 8,405 81,021 ---------- ---------- ---------- Total Costs and Expenses 10,109 8,405 94,021 ---------- ---------- ---------- NET INCOME (LOSS) $ (10,109) $ (8,405) $ (94,021) ========== ========== ========== 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. 3 Wolf Resources, Inc. (formerly Cantop Ventures, Inc.) (An Exploration Stage Company) Statements of Stockholders' Equity (Deficiency) For the period February 22, 2005 (Inception) to October 31, 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) Donated services -- -- 8,400 -- -- 8,400 Net loss for the year ended July 31, 2008 -- -- -- -- (24,723) (24,723) ---------- ------ ------- -------- --------- -------- Balance, July 31, 2008 8,500,000 8,500 52,200 -- (83,912) (23,212) Unaudited: Donated services -- -- 2,100 -- -- 2,100 Net loss for the three months ended October 31, 2008 -- -- -- -- (10,109) (10,109) ---------- ------ ------- -------- --------- -------- Balance, October 31, 2008 8,500,000 $8,500 $54,300 $ -- $ (94,021) $(31,221) ========== ====== ======= ======== ========= ========
See notes to financial statements. 4 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 Three months ended October 31, (February 22, 2005 to ------------------------------ October 31, 2008 2007 2008) -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(10,109) $ (8,405) $(94,021) 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 2,100 2,100 31,800 Changes in operating assets and liabilities: Accounts payable and accrued liabilities 7,500 3,753 7,500 -------- -------- -------- NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES (509) (2,552) (51,221) -------- -------- -------- 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 1,100 5,200 24,441 -------- -------- -------- NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 1,100 5,200 55,441 -------- -------- -------- INCREASE (DECREASE) IN CASH 591 2,648 720 CASH, BEGINNING OF PERIOD 129 358 -- -------- -------- -------- CASH, END OF PERIOD $ 720 $ 3,006 $ 720 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid $ -- $ -- $ -- -------- -------- -------- Income taxes paid $ -- $ -- $ -- -------- -------- --------
See notes to financial statements. 5 Wolf Resources, Inc. (Formerly Cantop Ventures, Inc.) (An Exploration Stage Company) Notes to Financial Statements October 31, 2008 (Unaudited) - -------------------------------------------------------------------------------- Note 1 Interim Financial Statements The unaudited financial statements as of October 31, 2008 and for the three months ended October 31, 2008 and 2007 and for the period February 22, 2005 (inception) to October 31, 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-Q. 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 October 31, 2008 and the results of operations and cash flows for the periods ended October 31, 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 month period ended October 31, 2008 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending July 31, 2009. The balance sheet at July 31, 2008 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, 2008 as included in our report on Form 10-K. 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 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 6 Wolf Resources, Inc. (Formerly Cantop Ventures, Inc.) (An Exploration Stage Company) Notes to Financial Statements October 31, 2008 (Unaudited) - -------------------------------------------------------------------------------- completed this program. At July 31, 2005, the Company provided a $3,500 reserve for impairment of the mining property acquisition costs. Note 4 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 October 31, 2008, these services were valued at and expensed for a total of $31,800 ($4,500 in the period February 22, 2005 to July 31, 2005, $8,400 per year in the years ended July 31, 2006, 2007 and 2008, $2,100 for the three months ended October 31, 2008), with the same amounts added to additional paid-in capital. The $24,441 and $23,341 amounts due to related party at October 31, 2008 and July 31, 2008, respectively, are due a significant stockholder of the Company, are non-interest bearing, and are due on demand. Note 5 Series A Preferred Stock 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 $0.10, 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 (the "SEC") to sell up to 1,500,000 shares of Series A Preferred Stock at a price of $0.10 per share or $150,000 total in a "best efforts" self-underwriting for a period of 180 days from the effective date of the Registration Statement. On July 28, 2008, the Registration Statement was declared effective by the SEC. Note 6 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 October 31, 2008, there are no outstanding stock options or warrants. 7 Wolf Resources, Inc. (Formerly Cantop Ventures, Inc.) (An Exploration Stage Company) Notes to Financial Statements October 31, 2008 (Unaudited) - -------------------------------------------------------------------------------- Note 7 Income Taxes The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate of 35% to income (loss) before income taxes. The sources of the difference follow: Period from February 22, 2005 Three months (Date of ended Inception) to October 31, October 31, 2008 2008 -------- -------- Expected tax at 35% $ (3,538) $(32,907) Donated services 735 11,130 Increase in valuation allowance 2,803 21,777 -------- -------- Income tax provision $ -- $ -- ======== ======== Significant components of the Company's deferred income tax assets are as follows: October 31, July 31, 2008 2008 -------- -------- Net operating loss carryforword $ 21,777 $ 18,974 Valuation allowance (21,777) (18,974) -------- -------- Net deferred tax assets $ -- $ -- ======== ======== 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 $21,777 at October 31, 2008 attributable to the future utilization of the net operating loss carryforward of $62,221 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 $62,221 net operating loss carryforward expires $ 9,808 in year 2025, $18,767 in year 2026, $9,314 in year 2027 ,$16,323 in year 2028 and $8,009 in year 2009. Current United States income tax laws limit the amount of loss available to offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. 8 FORWARD LOOKING STATEMENTS Certain matters discussed or referenced in this report, including expectation of increased revenues and continuing losses, our financing requirements, our capital expenditures and our prospects for the development of our grocery distribution business, are forward-looking statements. Other forward-looking statements may be identified by the use of forward-looking terminology such as "may", "will", "expect", "believe", "estimate", "anticipate", "intend", "continue", or similar terms, variations of such terms or the negative of such terms. All forward-looking statements speak only as of the date of this report, and we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this report to reflect any change in our expectations with regard to such statements or any change in events, conditions or circumstances on which any such statement is based. Although such statements are based upon our current expectations, and we believe such expectations are reasonable, such expectations, and the forward-looking statements based on them, are subject to a number of factors, risks and uncertainties that could cause our actual results to differ materially from those described in the forward-looking statements, including those described below and in our other filings with the Securities and Exchange Commission. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS OVERVIEW We are in the business of mineral property exploration. On March 3, 2005, we acquired a 100% undivided right, title and interest in and to our sole mineral property asset, known as the Copper Road I - VI claim located approximately two kilometers east of Deep Water Bay on Quadra Island, British Columbia. The Copper Road I - VI claim consists of one mineral claim comprising 150 hectares. We own a 100% interest in the claim, which entitles us to the sub-surface mineral rights. We do not have any interest in the surface rights. To maintain the ownership of the claims, we are 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 any other amount agreed upon between the parties, or the payment of the equivalent of cash in lieu prior to the expiry date. The original Copper Road I - VI claim was created on March 3, 2005, which we have renewed annually. The claim is currently recorded under Tenure Number 526652, and is in good standing until January 30, 2009. There is no other cost associated with the annual renewal of the claim. We have not, nor has any predecessor, identified any commercially exploitable reserves of any minerals on our mineral Claims. We are an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on our mineral Claim. After acquiring the Copper Road I - VI claim, we commissioned Mr. Laurence Sookochoff to prepare a geological report on mineral exploration potential of the Copper Road I - VI claim. In his report, Mr. Sookochoff concluded that the Copper Road I - VI claim has the potential to host significant amounts of mineralization and that further exploration of the property is warranted. Mr. Sookochoff recommended a four phase exploration program to further delineate the mineralized system currently recognized on the Copper Road I - VI claim. 9 To date, we have completed Phase I of our exploration plan. PLAN OF OPERATIONS For the three months ended October 31, 2008 and since our inception, we have not generated any revenues. We incurred operating expenses of $10,109 for the three months ended October 31, 2008. These expenses consisted of general operating expenses incurred in connection with the day-to-day operation of our business and the preparation and filing of our periodic reports. Our net loss for the three months ended October 31, 2008 was $10,109. Our business plan is to proceed with the exploration of the Copper Road I - VI Claim to determine whether there are commercially exploitable reserves of gold, silver, copper or other metals. We decided to proceed with Phase I of the exploration program recommended by Lawrence Sookochoff. Phase I of our exploration program, which cost the Company $6,300, consisted of trenching and sampling on the Copper Road property. The samples assayed significant values for copper. Mr. Sookochoff provided us with an updated report on our claim on July 17, 2006, after completion of Phase I of our exploration program. Based on the results of the Phase I exploration program, Mr. Sookochoff suggested that we commence Phase II. The estimated cost of this work is $6,300. Due to lack of funds, we have not yet commenced Phase II of our exploration program. The company currently does not have capital to complete Phases II through IV of the 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 quarterly report. Accordingly, we will need to raise additional funds to meet ongoing capital needs. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. The only other anticipated alternative for the financing of further exploration would be advances from related parties and joint venture or sale of a partial interest in the Copper Road I - VI claim to a third party in exchange for cash or exploration expenditures, which is not presently contemplated. GOING CONCERN We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive exploration activities. For these reasons our auditors stated in their report on our audited financial statements that they have substantial doubt we will be able to continue as a going concern. FUTURE FINANCINGS We plan to offer and sell our common shares and/or arrange for advances from related parties in order to fund our business operations. There can be no assurance that additional funding will be available on favorable terms, if at all. If adequate funds are not available, we may be required to curtail operations significantly. Issuances of additional shares will result in dilution to our existing shareholders. OFF-BALANCE SHEET ARRANGEMENTS We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, 10 liquidity, capital expenditures or capital resources that is material to stockholders. ITEM 3. CONTROLS AND PROCEDURES As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange Act"), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2008, being the date of our most recently completed fiscal quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to us required to be included in our periodic SEC filings. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure. During our most recently completed fiscal quarter ended October 31, 2008 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting. The term "internal control over financial reporting" is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and affected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (a) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant; (b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and (c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements. 11 PART II ITEM 1. LEGAL PROCEEDINGS We are not party to any legal proceedings. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES We did not issue any securities without registration pursuant to the Securities Act of 1933 during the three months ended October 31, 2008. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS No matters were submitted to our security holders for a vote during the quarter ended October 31, 2008. ITEM 5. OTHER INFORMATION There were no material changes to the procedures by which security holders may recommend nominees to the registrant's board of directors. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K EXHIBITS AND INDEX OF EXHIBITS Exhibit Number Description of Exhibit ------ ---------------------- 31.1 Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 31.2 Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 REPORTS ON FORM 8-K On September 12, 2008, we filed a current report on Form 8-K announcing that James Fitzsimons had been appointed as our director and officer in place of Christopher Paterson, who had resigned from these positions. On November 10, 2008, we filed a current report on Form 8-K announcing that effective October 28, 2008, Graeme McNeill had been appointed as our director and officer in place of James Fitzsimons, who had resigned from these positions. 12 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. November 24, 2008 Wolf Resources, Inc. /s/ Graeme McNeill - ------------------------------------------- Graeme McNeill President, Principal Accounting Officer and Principal Financial Officer 13 EX-31.1 2 ex31-1.txt CEO SECTION 302 CERTIFICATION Exhibit 31.1 CERTIFICATION I, Graeme McNeill, President and Chief Executive Officer of Wolf Resources, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Wolf Resources, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting Date: November 24, 2008 /s/ Graeme McNeill - ------------------------------------ Graeme McNeill, President and C.E.O. Principal Executive Officer EX-31.2 3 ex31-2.txt CFO SECTION 302 CERTIFICATION Exhibit 31.2 CERTIFICATION I, Graeme McNeill, C.F.O. and principal accounting officer of Wolf Resources, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Wolf Resources, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting Date: November 24, 2008 /s/ Graeme McNeill - ---------------------------------- Graeme McNeill Principal Financial Officer Principal Accounting Officer EX-32.1 4 ex32-1.txt CEO SECTION 906 CERTIFICATION Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Wolf Resources, Inc. (the "Company") on Form 10-Q for the period ended October 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 24, 2008 /s/ Graeme McNeill - ------------------------------------ Graeme McNeill, President and C.E.O. (Principal Executive Officer) EX-32.2 5 ex32-2.txt CFO SECTION 906 CERTIFICATION Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Wolf Resources, Inc. (the "Company") on Form 10-Q for the period ended October 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 24, 2008 /s/ Graeme McNeill - ---------------------------------- Graeme McNeill Principal Financial Officer Principal Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----