UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-KSB


(X)  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934.

                  For the fiscal year ended December 31, 1999.


                              WOLF INDUSTRIES INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its Charter)


          Nevada                                    E.I.N. 98-0171619
----------------------------------        -----------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

              205 - 16055 Fraser Highway, Surrey, B.C.         V3S 2W9
              ----------------------------------------------------------
             (Address of principal executive offices)        (Zip Code)


       Registrant's telephone number, including area code:  (604) 597-0036
                                                            --------------

SECURITIES REGISTERED UNDER SECTION 12 (b) OF THE ACT: NONE.

SECURITIES REGISTERED UNDER SECTION 12 (g) OF THE ACT:

Title of each class    Name of each exchange on which each class is registered
--------------------   -------------------------------------------------------
  Common Stock                    OTC Electronic Bulletin Board

Indicate  by check  mark  whether  the  Registrant:  (1) has filed  all  reports
required  to be filed by  Section  13 or 15(d) of the  Exchange  Act  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 ninety (90) days.

                           YES  ( X )       NO (   )

Check here if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation SB is not  contained in this form,  and no disclosure  will be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy of
information statements  incorporated by reference in Part III of the Form 10-KSB
or any amendment to this Form 10-KSB. ( X )

Issuer's  operational  revenues for its most recent fiscal year ending  December
31, 1999 were $nil.  Issuer's  Common Shares  outstanding  at March 29, 2000 was
7,430,664.  The  aggregate  market  value  based  on the  voting  stock  held by
non-affiliates  as of March 29, 2000 was $5,048,443  (based on 7,181,284  shares
and on an average of bid and asked prices of $0.703).

Except for the historical information contained herein, the matters set forth in
this Form 10-KSB are forward looking  statements within the meaning of the "Safe
Harbor" provision of the Private Securities Litigation Reform Act of 1995. These
forward-looking  statements are subject to risk and uncertainties that may cause
actual results to differ materially. These forward-looking statements speak only
as of the date  hereof and the Company  disclaims  any intent or  obligation  to
update these forward-looking statements.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                Certain exhibits


<PAGE>




ITEM 1. DESCRIPTION OF BUSINESS

     (a)  BUSINESS DEVELOPMENT

Wolf  Industries  Inc.  ("the  Company") was  incorporated  on January 24, 1996,
pursuant  to the laws of the  State of Nevada  under the name Wolf  Exploration,
Inc. with a business plan to acquire property for precious metal  exploration in
the western United States.  However after considering  several  properties,  the
Company  determined  that the properties  identified  were not suitable to fully
implement an exploration and development project in the United States. In August
1996 the Company changed management and developed a new business plan.

In October 1996,  the Company  entered into an agreement to acquire two numbered
companies that were combined with 714674  Alberta Ltd.  continuing in operation.
The business operated as Calgary Chemical,  selling chemical products to the oil
and gas industry.

In March 1997, the Company's name was changed to Wolf Industries Inc. to reflect
these developments.

Effective  June 30, 1998, the Company sold its  subsidiary,  714674 Alberta Ltd.
("Calgary  Chemical") to Gorda Technology  Holdings Limited,  a Turks and Cacios
Islands corporation ("Gorda"). The terms of the sale were as follows:

(a)  forgiveness  of the inter  company  debt owed by  Calgary  Chemical  to the
     Company in the amount of $82,289 (Canadian);

(b)  Payment by Gorda to the  Company of fifteen  percent of Calgary  Chemical's
     after-tax   profit  (as   determined  by  generally   accepted   accounting
     principles)  for the fiscal  year ended  December  31,  1998  payable on or
     before  March  31,  1999  and  completion  of an  audit  of  the  financial
     statements of Calgary Chemical for such period;

(c)  Indemnification  by  Gorda to hold the  Company  harmless  from any and all
     liability arising from the debt guarantees of Calgary Chemical;

(d)  Agreement  by Gorda to hire Mr.  Blair  Coady as the  President  and  Chief
     Executive Officer of Calgary Chemical; and

(e)  Receipt by the Company from Mr. Coady of his  resignation  as President and
     Chief  Executive  Officer,  Secretary,  and Director of the Company and the
     surrender of Mr. Coady's options to acquire 700,000 shares of the Company's
     common stock.

This agreement is  incorporated by reference from the Company's 10QSB filing for
the quarter ended March 31, 1998.

The sale of Calgary  Chemical was subject to approval of the shareholders of the
Company,  which was received at the Company's annual general meeting of July 24,
1998.


<PAGE>



On April 8, 1998,  the  Company  entered  into a License  agreement  with Andrew
Engineering Inc. ("Andrew") a British Columbia corporation, Andrew Rawicz Ph.D.,
and Ivan Melnyk,  Ph.D.,  whereby the Company  acquired a world-wide  license to
manufacture  and  market a patent  pending  device  for the  color  matching  of
dentures to a dental patient's existing tooth color. Drs. Rawicz and Melnyk hold
the patent pending for the color analyzer and Andrew  developed  and/or acquired
the  techniques and other  proprietary  information  related to the device.  The
License agreement required the Company and Andrew to develop a business plan for
manufacturing  and  marketing  the  device,  including  obtaining  financing  of
$1,500,000 US. The license agreement required the issuance of 4.8 million shares
of  restricted  stock to Andrew  with  registration  rights on  600,000 of those
shares,  and also required that Mr. Patrick  McGowan be appointed  President and
Chief  Executive  Officer.  Mr. McGowan  signed a management  agreement with the
Company,  and at a meeting of the Company's Board of Directors held on April 16,
1998, Mr.  McGowan and Mr. A. Schwabe were  appointed to the Company's  Board of
Directors.  They were also appointed  interim  President and CEO, and Secretary,
Treasurer  respectively,  pending the approval of the  shareholders of the Gorda
transaction  wherein Mr. Coady would resign from all  positions.  The  agreement
also  provided  for the  Company to pay a royalty to Andrew in the amount of ten
percent (10%) of gross profit on sales if the Company  manufactures  the product
itself or a Royalty of seven percent (7%) of gross revenue if  manufacturing  is
done by an independent third party.

This agreement is  incorporated by reference from the Company's 10QSB filing for
the quarter ended March 31, 1998.

Upon approval by the  shareholders  of the sale of Calgary  Chemical at the 1998
annual general meeting,  Mr. P. McGowan,  Mr. A. Schwabe and Dr. David Gane were
elected directors,  and Messrs. McGowan and Schwabe were appointed President and
CEO, and Secretary, Treasurer respectively.

In September  1998,  4.8 million  shares of the  Company's  stock were issued to
Andrew in accordance with that agreement.

As a result of settlement of the litigation with AEI Trucolor Inc. ("Trucolor"),
the License  Agreement was  cancelled and the 4,800,000  shares were returned to
the treasury in 1999. (see Item 3 - Legal Proceedings).

This action was settled by the execution of two  agreements  the effect of which
is that the Company can acquire a 60%  interest  in  Trucolor,  an arm's  length
company.  As a result of the agreement,  Trucolor became the owner of the rights
to the device.

In March,  2000, the Company  entered into an agreement with a private  company,
Eastview Capital Inc. which, by a prior agreement, acts on behalf on Interactive
Travel  Systems  Media Group  ("ITS")  with the  intention  of entering  into an
acquisition  agreement with ITS. ITS is a private internet e-commerce technology
and  content  development  company  specializing  in the travel and  hospitality
industry.  The  acquisition  of ITS is subject to funding  requirements  and the
satisfactory completion of a due diligence process by both parties.

The  Company  has  agreed  to a private  placement  in the  amount of  1,500,000
restricted  common  shares  to be  issued at $0.50 per share to raise a total of
$750,000,  as to $500,000 pursuant to the requirements for the acquisition,  and
$250,000 for working capital.

          (b)  BUSINESS OF THE ISSUER

                    DENTAL COLOR ANALYZER

During  1998,  the Company sold  Calgary  Chemical  and  acquired the  worldwide
manufacturing  and marketing  rights to a dental color analyzer ("the product").
This  technology was developed to assist the dental  industry in determining the
shades and colors of dental  materials  used in replacement  and/or  restorative
work, by precisely matching these shades to the original teeth of patients.  The
dental color analyzer  discriminates  between the minutest  differences in tooth
shading and  determines  the best shade  match for partial or total  restorative
material.  It does so by  taking  into  account  the  differences  in  color  of
spectrally  unmatched  materials when  illuminated  with different light sources
such as sunlight, incandescent lamps, and fluorescent lamps.


<PAGE>


Since  acquiring  the rights in April  1998,  the  Company's  efforts  have been
directed towards research,  development and business plans for manufacturing and
marketing the product.  This has involved  manufacturing a small quantity of the
product for testing and demonstration  purposes;  engaging technical experts and
firms to evaluate the product;  attendance  at dental  conventions  and shows to
demonstrate the product;  attendance at various dental firms and laboratories to
demonstrate  and evaluate the product;  and work on both the product and related
software to perfect its  operation.  The Company has also engaged the assistance
of consultants to develop marketing plans for the product.  This has resulted in
the Company incurring  substantial research and development  expenditures in the
year 1998.

The  Company  has  also  held  discussions   with  companies   involved  in  the
distribution  of dental  products  in  Canada,  the  United  States  and  Europe
regarding marketing of the product.

The Company has developed preliminary business plans to proceed with manufacture
and sale of the units, but was been delayed in proceeding  pending completion of
this research and development,  and by the action brought against the Company by
AEI Trucolor (see Item 3 - Legal Proceedings).

As a result of settlement of the Trucolor  action,  Trucolor became the owner of
the  dental  color  analyzer.  In the  event  that a  manufacturing/distribution
agreement is consummated  with at third party,  as anticipated by the settlement
agreement,   and  subject  to  the  terms  and   conditions   contained  in  the
manufacturing/distribution  agreement,  the Company  will own a 45%  interest in
Trucolor, GPT a 40% interest, and AEI a 15% interest.

                    CALGARY CHEMICAL

The Company owned and operated its  subsidiary,  714674  Alberta Ltd. until June
30, 1998, when it was sold as described previously.  As a result, the Company is
no longer involved in the manufacturing and sale of chemical products.


ITEM 2. DESCRIPTION OF PROPERTY

As a result of the change of  management  and  business  direction,  the Company
relocated its head offices from Calgary, Alberta to Vancouver, British Columbia.
Its Vancouver office was shared with other  companies,  and the Company paid for
its share of rent and office expenses under month-to-month arrangements with the
other companies.  The Company  occupied  approx.  1,000 square feet of space and
paid $12,374 in the year 1999 for its share of office rent.  Effective  January,
2000,  the company  relocated  its office to Surrey,  B.C., a Vancouver  suburb,
under an  agreement  to pay $200.00 per month for office  rent,  plus  telephone
charges and disbursements.  The company shares this office with other companies,
and occupies approx. 150 square feet.


ITEM 3 LEGAL PROCEEDINGS

AEI Trucolor
-------------
An action was brought by AEI Trucolor Inc. ("Trucolor"), in the British Columbia
Supreme Court against the Company,  Andrew  Engineering  Inc.  ("AEI"),  and the
other  parties to the  License  Agreement.  Trucolor  made a claim  against  the
defendants as follows:

(a)  A declaration  that Trucolor holds all ownership rights and interest in the
     Dental Color Analyzer (the "Analyzer");

(b)  Injunction  against the Defendants  from continuing the commercial or other
     development of the Analyzer;

(c)  An  injunction  against  the  Defendants  from  disposing  of or in any way
     dealing with the Analyzer;

(d)  An order that the Analyzer be delivered forthwith to the Plaintiff;

(e)  An accounting of all monies,  profits and benefits made and received by the
     defendants for and on account of Trucolor;

(f)  General damages; and

(g)  Punitive damages.


<PAGE>


The  dispute was  settled  and the action  dismissed  pursuant to the terms of a
binding Letter Agreement (the "Settlement Agreement"),  dated June 25, 1999. The
Settlement  Agreement provides that the shareholdings in Trucolor,  the owner of
the Analyzer, be amended as follows:

     GPT Management Ltd.                -                 45%
     Andrew Engineering Inc.            -                 25%
     EAW Enterprises Ltd.               -                 20%
     Wolf Industries Inc.               -                 15%

By way of a separate  Asset  Purchase  Agreement,  also dated June 25, 1999, the
Company  acquired  the 25%  interest in Trucolor  held by AEI. As a result,  the
Company's current equity interest in Trucolor in equal to 40%.

The Settlement Agreement also contains the following provisions:

(a)  that,  upon  consummation  of a  marketing/distribution  agreement  with  a
     qualified third party manufacturing/distribution  company (the "Third Party
     Agreement"), the 20% interest in Trucolor held in escrow by EAW Enterprises
     Ltd. ("EAW"), will be transferred to the Company;

(b)  that,  in the event such a Third Party  Agreement in not executed  within 1
     year of June 25, 1999, EAW's 20% will be transferred to GPT Management Ltd.
     ("GPT");

(c)  that, in the event the Third Party  Agreement is not executed  within the 1
     year time frame, and GPT's equity interest in Trucolor is increased to 65%,
     AEI will have the right,  for a period of 120 days from June 25,  2000,  to
     purchase GPT's interest for $300,000.00, paid on an after-tax basis;

(d)  that, in the event a Third Party  Agreement is executed,  and the Company's
     equity  interest in Trucolor  increases  to 60%, AEI will have the right to
     acquire 25% of the Company's interest, which amount will equal a 15% equity
     interest in Trucolor;

(e)  that  the  License  Agreement  be  cancelled  and,  as a  consequence,  the
     4,800,000  shares  in the  Company's  capital,  issued in  respect  of that
     agreement, be cancelled.

In summary,  in the event a Third Party  Agreement is  consummated,  the Company
will hold a 45% equity  interest in  Trucolor,  GPT will hold a 40% interest and
AEI a 15% interest.

It is the  intention of the Company to work closely with GPT in order to attract
a  large  manufacturer/distributor  for  the  Analyzer.  Several  entities  have
expressed  interest in becoming partners in the project.  The Company is pleased
to have completed the Settlement Agreement which sees the litigation  concerning
ownership of the  technology  resolved and allows action to be taken  concerning
commercialization, manufacture, and sale of the Analyzer.

These  agreements are  incorporated by reference from the Company's 10QSB filing
for the quarter ended June 30, 1999.


Harvey Productions Inc.
-----------------------
The Company was in  litigation  in the Los Angeles  County  Superior  Court West
District,  Santa  Monica,  California  concerning  the  demand of  approximately
$55,000  purportedly  due and  owing  by the  Company  to the  plaintiff  Harvey
Productions Inc. for public relations  services allegedly rendered but not paid.
The Company denied these allegations.

This  litigation  was settled in  February,  2000 by agreement of the Company to
make a series of payments  totalling  $20,000  over the period from  February to
December,  2000. The agreement stipulated that in the event the Company defaults
on any payment, the amount of $50,000 would then become due and payable.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were  submitted for a vote of security  holders of the Company during
the fourth quarter of the fiscal year ended December 31, 1999.


<PAGE>


PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTER

     (a)  MARKET INFORMATION

Since December 15, 1997, the Company's stock has been listed for sale on the OTC
Electronic  Bulletin  Board.  As of December 31, 1999 there were eighteen  stock
brokerage firms making a market in the Company's  common stock. The high ask and
low bid prices of the Common Stock of the Company have been as follows:

   Quarter Ending:             High ask per share:      Low bid per share:
   ---------------             --------------------     ------------------
   March 31, 1999                       $0.33                  $0.08
   June 30, 1999                        $0.19                  $0.10
   September 30, 1999                   $0.19                  $0.11
   December 31, 1999                    $0.14                  $0.04


The above  quotations  reflect  inter-dealer  prices,  without  retail  mark-up,
markdown, or commission and may not necessarily represent actual transactions.

     (b)  HOLDERS

There were 40 holders of the  Company's  common  stock as of December  31, 1999.
This includes four holders of 75,001 shares of the Company's  common stock whose
certificates  are  restricted.  25,001 of the  restricted  shares were issued in
December 1997 and 50,000 were issued in August 1999.

     (c)  DIVIDENDS

The  Company  has paid no  dividends  to date on its common  stock.  The Company
reserves the right to declare a dividend when operations merit.


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

The following  should be read in  conjunction  with the  Consolidated  Financial
Statements and notes thereto appearing elsewhere in this report.

Revenue and expense  transactions  in Canadian funds are converted to US dollars
at the  average  rates in  effect  when the  transactions  occurred.  Asset  and
liability  accounts are converted at year-end closing rates,  which were $0.6928
U.S. for one Canadian dollar at December 31, 1999;  $0.6522 at December 31, 1998
and $0.6991 at December 31, 1997.

     (a)  Results of Operations

The Company has had no revenues  since June 30, 1998. As a result of the sale of
714674  Alberta Ltd.  (Calgary  Chemical)  effective  June 30, 1998, the Company
reflected  the  operations  of Calgary  Chemical  as a  discontinued  operation.
Revenue from sales during the six months until the sale was $286,347 compared to
$444,192  for the year  1997.  Cost of  goods  sold was  $147,496  in 1998,  and
$227,240 in 1997.

General and administrative  expenses for the fiscal year ended December 31, 1999
were $275,494  compared to $769,790 in 1998.  Due to the Trucolor  legal action,
the Company  substantially  reduced its level of activity pending  resolution of
the  matter.  Expenses in 1998  compared to 1997  reflect the change of business
direction  of  the  Company,  including  substantial  costs  for  staff,  legal,
accounting,   consulting,  travel,  and  general  office  expenditures.  Similar
expenditures  were  $8,078 in 1997,  but are not  comparable,  as the  Company's
operations were conducted by its former subsidiary,  Calgary Chemical, which was
sold in 1998.  The Company  incurred  $3,436  (1998 - $590,118)  of research and
development costs in 1999, all related to the dental color analyzer. These costs
included  the  manufacture  of a quantity of the product for  demonstration  and
testing  purposes,  and services of consultants  and technical firms in testing,
evaluating, and perfecting the product.


<PAGE>


In 1998, the Company  recorded a loss from  discontinued  operations of $14,350,
and a loss from the sale of the subsidiary of $273,099.

     (b)  Capital Resources

The Company had a working capital deficiency of $1,120,718 at December 31, 1999.
The AEI Trucolor matter (see Item 3 - Legal  Proceedings)  delayed the company's
plans to raise  capital  through the issuance of shares.  In the  meantime,  the
Company has been meeting its obligations  through funds loaned by a shareholder,
and has issued  capital  stock for certain  services  rendered to the Company in
accordance with an S-8 registration filing.

As  at  February,  2000,  the  funds  loaned  by  the  shareholder  amounted  to
$1,009,889.  With the legal  proceedings now settled,  the Company has agreed to
settle this debt by the issuance of shares.

The  Company has made no  commitments  for  capital  expenditures,  but may have
further requirements to expend funds on research and development on the product.

As a result of the agreement with Eastview Capital Inc., (Item 1(a), the Company
has agreed to a private  placement in the amount of 1,500,000  restricted common
shares  to be issued  at $0.50  per  share to raise a total of  $750,000,  as to
$500,000  pursuant to the  requirements  of the  acquisition,  and  $250,000 for
working capital .

     (c)  Liquidity

The  Company is  illiquid  at the  present  time and has been  dependent  upon a
shareholder  to  provide  funds  to  maintain  its   activities,   as  indicated
previously.  As a result of resolution of the Trucolor  legal matter the Company
expects to be able to raise funds through the issuance of shares.

     (d)  Year 2000 Computer Issue

The Year 2000 Issue  arises  because  many  computerized  systems use two digits
rather than four to identify a year.  Date-sensitive  systems may  recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
the year 2000 date is processed. In addition, similar problems may arise in some
systems  which use certain  dates in 1999 to  represent  something  other than a
date.  Although the change of date has occurred,  it is not possible to conclude
that all  aspects of the Year 2000 Issue that may affect the  entity,  including
those related to the efforts of customers,  suppliers,  or other third  parties,
have been fully resolved.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated  financial statements of the Company are filed under this Item,
and are included herein by reference.

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

There have been no  disagreements  on accounting and financial  disclosures from
the  inception  of the  Company  through  to the date of this Form  10-KSB.  The
principal  accountants'  report on the financial  statements of the fiscal years
1999, 1998, and 1997 contained no adverse opinions, nor a disclaimer of opinion,
nor qualified as to uncertainty, audit scope, or accounting principles.


<PAGE>


PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  following are the names,  positions,  and  municipalities  of residence and
relevant backgrounds of key personnel of the Corporation:

PATRICK A.  McGOWAN - (Age  61).  President,  C.E.O.  and  Director,  Coquitlam,
     British Columbia.  President of the Company since April 16, 1998. September
     1996 to April 1999,  president of Consolidated  Ewing  Industries Inc. (now
     Lyra Resources  Ltd.),  Vancouver,  B.C., a company formerly engaged in oil
     and gas  exploration,  which is  publicly  traded on the  Canadian  Venture
     Exchange  ("CDNX"),  formerly the Vancouver  and Alberta  Stock  Exchanges.
     November  1997 to the present,  President of American  Hunter  Exploration,
     Vancouver, B.C., a privately held Nevada corporation engaged in oil and gas
     exploration.  February  1998 to the present,  President and Director of U.S
     Diamond  Corp.,  Vancouver,  B.C.,  the parent  company of American  Hunter
     Exploration,  a public company involved in natural resources, and traded on
     the CDNX. August 1997 to December 1997,  President and Director of Globenet
     Resources  Inc.,  Vancouver,  B.C., a public traded  company  traded on the
     CDNX, engaged in natural resource exploration and development. October 1992
     - September  1996,  President and Director of The  Indisposibles,  Burnaby,
     B.C.,  a  manufacturer  and  distributor  of infant wear,  incontinent  and
     feminine hygiene products throughout North America and Europe. January 1988
     to September  1992,  Executive  Vice  President of Pacific Paper  Products,
     Burnaby,  B.C., a manufacturer  and  distributor of paperboard  products in
     British Columbia and Alberta.  Graduated from University of Western Ontario
     with Masters of Business  Administration in 1965,  graduated  University of
     Oregon with Bachelor of Science, Finance and Economics in 1963.

ALLEN SCHWABE  (Age  43). Treasurer  and  Director,   Delta,  British  Columbia.
     Treasurer  since April 16, 1998.  Since 1982 to the present,  President and
     owner of  Buellex  Holdings,  Inc.,  Delta,  B.C.,  a  company  engaged  in
     investing  for its own account.  January 1996 to present,  a Consultant  to
     Pacific Insight  Electronics  Corporation,  Nelson,  B.C., Canada providing
     investment  advice with respect to current market  conditions for a variety
     of  investment  options.  March 1996 to the  present,  Director  of Porcher
     Island Gold  Corporation,  Vancouver,  B.C., a precious  metal  exploration
     company publicly traded on the CDNX.  March 1991 to June 1995,  Director of
     Cyberion  Networking  Corp.,  a publicly  held company  traded on the CDNX.
     March 1995 to June 1996,  Director of East West Resource  Corp., a publicly
     held  mining  company  traded  on the  CDNX.  May 1996 to  September  1997,
     Director of G.F.M. Resources Ltd., a publicly held mining company traded on
     the CDNX.

PETER G.ROOK-GREEN (Age 59) Secretary of the Company,  Surrey, British Columbia.
     Secretary  since March 20, 2000.  Since 1994 to the  present,  President of
     Rook-Green  Investments Inc. (d.b.a. R-G Management),  a company engaged in
     providing  administrative and accounting services to companies. May 1996 to
     present,   Corporate   Secretary  and  C.F.O.  of  Pallaum  Minerals  Ltd.,
     Vancouver,  B.C., Canada, a resource company trading on the CDNX;  February
     1997 to  present,  Corporate  Secretary  of  Globalstore.com  Incorporated,
     Vancouver,  B.C.,  an  internet  technology  company  trading  on the CDNX;
     September  1998  to  present,  Corporate  Secretary,  Olympus  Stone  Inc.,
     Vancouver,  B.C., a resource company trading on the CDNX; February, 2000 to
     present,  Corporate  Secretary  of US Diamond  Corp.,  Vancouver,  B.C.,  a
     resource company trading on the CDNX; March,  1998 to present,  Director of
     Anglo-Andean Explorations Inc., Vancouver, B.C., a resource company trading
     on  the  CDNX;   and   January,   2000  to  present,   Director  of  Rystar
     Communications Ltd.,  Vancouver,  B.C., trading on the CDNX. Mr. Rook-Green
     obtained a Certified Management Accountant (C.M.A.) designation in 1971.

Mr.  Schwabe  resigned as Secretary  of the Company on March 20,  2000,  and was
replaced by Mr. Rook-Green.  Mr. Schwabe remains a Director and Treasurer of the
Company.


ITEM 10. EXECUTIVE COMPENSATION

     (a)  SUMMARY COMPENSATION TABLE (OMITTED FOR SIMPLICITY)

A private  company  wholly-owned  by Mr. McGowan  received or was due a total of
$66,427 of compensation in the fiscal year ended December 31, 1999 in accordance
with a management  agreement  approved by the directors in April, 1998 at a rate
of $7,000 per month, which was subsequently amended to Canadian $5,000 per month
effective August, 1999.


<PAGE>



Mr.  Schwabe  received  $12,902  during  the year 1999 for  consulting  services
provided to the Company.

     (b)  OPTIONS/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)

The Company has a Directors and Officers  Stock Option Plan, and a Key Personnel
Compensation Plan, as described below. There have been no other options granted,
except in accordance with these plans.

     (c)  AGGREGATED  OPTION/SAR  EXERCISES  IN THE LAST  FISCAL YEAR AND FISCAL
          YEAR-END OPTION/SAR VALUES

There were no exercises of options in the last fiscal year.

     (d)  LONG-TERM INCENTIVE PLANS - AWARDS IN THE LAST FISCAL YEAR

In November 1996, the Company adopted the Wolf  Exploration  Inc. 1996 Directors
and Officers Stock Option Plan,  ("the Plan") for its officers,  directors,  key
personnel and  consultants to the Company.  In 1996 and 1997, a total of 960,000
options to purchase shares were granted under this plan. As a result of the sale
of  Calgary  Chemical,  and  change of  management,  the  960,000  options  were
cancelled in 1998.  By  resolution of the directors of the Company dated May 28,
1998,  the Company  reserved an additional one million shares of common stock of
the Company for the Plan  bringing  the total shares  reserved to 2,000,000  and
renamed the Plan "The Wolf  Industries  Inc. 1998  Directors and Officers  Stock
Option Plan" ("the  Revised  Plan") with all other terms and  conditions  of the
Plan remaining in full force and effect.

In September  1998, the Company by resolution of the directors,  established the
"1998 Key Personnel  Compensation Plan" ("Key Plan") whereby 1,000,000 shares of
the Company's  stock was reserved for  issuance.  By resolution of the directors
dated November,  1998, a further 1,000,000 shares of common stock was authorized
to be reserved for issuance,  bringing the total  issuable under the Key Plan to
2,000,000 shares of common stock.

During 1998, under the terms of the Revised Plan, a total of 1,050,000 option to
purchase  common  shares of the  Company  were  granted  to three  officers  and
directors of the Company at $0.25 per share for a five-year period.

During 1998, under the terms of the Key Plan,  options to purchase 75,000 shares
of the common  stock of the  Company  was  granted to an  employee  at $0.25 per
share, for a five-year period.  Also under the terms of the Key Plan,  1,973,026
shares of common stock of the Company were issued at a deemed price of $0.25 per
share,  and 1,000,000 shares of common stock of the Company at a deemed price of
$0.20 per share for services rendered by key personnel to the Company.  In 1999,
under the terms of the Key plan, 350,000 shares were issued at a deemed price of
$0.18, and 100,000 shares were issued at a deemed price of $0.15.

     (e)  COMPENSATION OF DIRECTORS

          1.   Standard Arrangements

               The members of the Company's  Board of Directors  are  reimbursed
               for actual expenses incurred in attending Board meetings.

          2.   Other Arrangements

               There are no other arrangements.

     (f)  EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT,  CHANGE IN CONTROL
          ARRANGEMENTS

As a result of the sale of Calgary  Chemical (Item 1(a)),  Mr. Coady resigned at
President and Chief Executive Officer,  Secretary,  and Director of the Company.
There was no  additional  cost to the Company  for  severance  or  vacation  pay
resulting from this termination.


<PAGE>



Mr. Patrick McGowan was appointed  President and Chief Executive  Officer of the
Company in April  1998,  at an annual  fee of  $84,000,  which was  subsequently
amended to Canadian $5,000 per month  effective  August,  1999. In 1999,  Andrea
Resources  Ltd. a company  wholly-owned  by Mr.  McGowan  received or was owed a
total of $66,427 for services rendered under this agreement.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth  certain  information  regarding the  beneficial
ownership of Common Stock by each  director and nominee and by all directors and
officers of the  Company as a group and of certain  other  beneficial  owners of
more than 5% of any class of the Company's voting  securities as of December 31,
1999 unless otherwise noted. The number of shares  beneficially  owned is deemed
to include  shares of Common Stock which  directors of officers  have a right to
acquire  pursuant to the  exercise of options  within sixty days of December 31,
1999.  Each such person has sole voting and  dispositive  power with  respect to
such securities, except as otherwise indicated.

     (a)  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
                None

     (b)  SECURITY OWNERSHIP OF MANAGEMENT.


Name and Address                           Number            Percentage
                                        Of Shares              of Class
--------------------------------------------------------------------------
Patrick A. McGowan
211 - 1148 Westwood Street
Coquitlam, B.C.

V3B 4S4                                   650.000 (1)              8.1%

Allen Schwabe
1730 Beach Grove Drive

Delta, B.C.                               200,000 (1)              2.5%
V4L 1P3

(1)  Consists  entirely  of options to  purchase  shares at a price of $0.25 per
     share.


     (c)  CHANGES IN CONTROL

Changes in control occurred in April 1998, when Patrick A. McGowan was appointed
the President and C.E.O. of the Company and Mr. Schwabe was appointed Secretary,
Treasurer  and members of the Board of  Directors.  All of the former  directors
resigned at that time and were replaced by the current directors,  consisting of
Mr. McGowan, Mr. Schwabe, and Dr. David Gane. Dr. Gane resigned as a director in
June, 1999.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. McGowan is the sole  shareholder of Andrea  Resources Ltd., which billed the
Company  a total  of  $66,427  during  1999  for  services  rendered  under  the
management agreement (Item 10(f)). Buellex Holdings Inc., a company wholly owned
by Mr. Schwabe,  billed the Company $12,902 during 1999 for consulting services.
Also during 1999, Dr. Gane was paid $11,050 for consulting fees.

The Company's By-laws include a provision  regarding Related Party  Transactions
which requires that each  participant to such a transaction  identify all direct
and indirect  interest to be derived as a result of the Company's  entering into
the related transaction. A majority of the disinterested members of the board of
directors must approve any Related Party Transaction


<PAGE>


ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES & REPORTS ON FORM 8-K

The following documents are filed as part of this report under Part II, Item 8:

Audited Financial Statements and notes thereto Pages F-1 to F-13

(a)      Exhibits as required by Item 601 of Regulation S-B

<TABLE>
<CAPTION>


Exhibit Number     Description                                      Incorporated by Reference to
--------------     -----------                                      ----------------------------
<S>                <C>                                              <C>
(3) (a) (1)        Articles of Incorporation as amended             Registrant's Report on Form
                                                                    10SB12G dated June 19, 1997.

(10) (1)           Sale agreement between Wolf Industries Inc.      Registrant's Quarterly Report on
                   and Gorda Technology Holdings Limited            Form 10QSB for the quarter ended
                                                                    March 31, 1998

(10) (2)           License agreement between Wolf Industries        Registrant's Quarterly Report on
                   Inc., Andrew Engineering Inc., Andrew Rawicz     Form 10QSB for the quarter ended
                   Ph.D. and Ivan Melnyk Ph.D.                      March 31, 1998

(10) (3)           Asset purchase agreement between Wolf            Registrant's Quarterly Report on
                   Industries Inc. and Andrew Engineering Inc.      Form 10QSB for the quarter ended
                                                                    June 30, 1999

(10) (4)           Agreement between Wolf Industries Inc., Andrew   Registrant's Quarterly Report on
                   Engineering Inc., Andrew Rawicz and GPT          Form 10QSB for the quarter ended
                   Management Ltd.                                  June 30, 1999

</TABLE>


<PAGE>


                              WOLF INDUSTRIES INC.

                        CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



                                      F-1

<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of Wolf Industries Inc.

We have audited the  consolidated  balance sheets of Wolf  Industries Inc. as at
December 31, 1999, and 1998 and the consolidated statements of loss and retained
earnings  (deficit),  stockholders'  equity  and cash  flows for the years  then
ended.  These  consolidated  financial  statements are the responsibility of the
corporation's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with general accepted  auditing  standards
in the United  States  and  Canada.  Those  standards  require  that we plan and
perform an audit to obtain reasonable assurance 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.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the financial position of Wolf Industries Inc as at December 31, 1999
and 1998 and the  results  of its  operations  and cash flows for the years then
ended in accordance with general accepted accounting principles.

Without  qualifying  our opinion we draw  attention to the fact that the Company
has incurred a net loss of $307,331 for the year ended  December 31, 1999 and as
at that date, the Company's current  liabilities  exceeded its current assets by
$1,120,718.  These factors raise substantial doubt that the Company will be able
to continue as a going concern.

The statements of loss and retained earnings  (deficit),  stockholders'  equity,
and cash  flows for the year  ended  December  31,  1997 were  audited  by other
auditors who expressed an opinion, without qualification, on March 12, 1998.

Vancouver, Canada                                /s/ "Morgan & Company"
                                                 -------------------------
March 24, 2000                                       Chartered Accountants


Comments by Auditors on United States - Canada reporting difference

In Canada,  reporting  standards  for  auditors do not permit the addition of an
explanatory  paragraph  (following the opinion  paragraph) when the consolidated
financial statements are affected by conditions and events that cast substantial
doubt on the  Company's  ability to continue as a going  concern.  Although  our
audit was conducted in accordance with both United States and Canadian generally
accepted auditing standards, our report to the stockholders dated March 24, 2000
is expressed in accordance with United States reporting  standards which require
a reference to such conditions and events in the Auditor's Report.

Vancouver, Canada                          /s/ "Morgan & Company"
                                           -----------------------
March 24, 2000                                 Chartered Accountants



                                      F-2

<PAGE>

<TABLE>
<CAPTION>


                              WOLF INDUSTRIES INC.

                           CONSOLIDATED BALANCE SHEET
                           (Expressed in U.S. Dollars)

                                AS AT DECEMBER 31

                                                                              1999             1998
                                                                         -------------     -------------
ASSETS
<S>                                                                      <C>               <C>
Current

    Cash                                                                 $      2,084      $      -
    Accounts receivable                                                         4,591            27,858
    Prepaid expenses                                                            -                25,000
                                                                         -------------     -------------
                                                                                6,675            52,858
                                                                         -------------     -------------

Intangible Asset (Net of Amortization) (Note 6)                                 -             1,293,600

Investment in AEI Trucolor Inc. (Note 7)                                        7,500             -
                                                                         -------------     -------------

                                                                         $     14,175      $  1,346,458
                                                                         =============     =============

LIABILITIES

Current

    Bank indebtedness                                                    $      -          $     11,716
    Accounts and advances payable and accrued liabilities                   1,127,393           882,129
                                                                         -------------     -------------
                                                                            1,127,393           893,845
                                                                         -------------     -------------

STOCKHOLDERS' EQUITY (DEFICIENCY)

Common Stock (Note 3)                                                       1,084,473         2,342,973

Retained Earnings (Deficit)                                                (2,197,691)       (1,890,360)
                                                                         -------------     -------------
                                                                           (1,113,218)          452,613
                                                                         -------------     -------------

                                                                         $     14,175      $  1,346,458
                                                                         =============     =============

</TABLE>


                                      F-3
<PAGE>


<TABLE>
<CAPTION>


                              WOLF INDUSTRIES INC.

         CONSOLIDATED STATEMENT OF LOSS AND RETAINED EARNINGS (DEFICIT)
                           (Expressed in U.S. Dollars)

                         FOR THE YEARS ENDED DECEMBER 31

                                                                              1999               1998             1997
                                                                         -------------     -------------     -------------

Expenses
<S>                                                                      <C>               <C>               <C>
    Administration                                                       $    275,494      $    769,790      $      8,078
    Amortization                                                               -                 50,400             -
    Executive compensation                                                     66,427            63,000             -
    Rent                                                                       12,374            38,073             -
    Research and development                                                    3,436           590,118             -
                                                                         -------------     -------------     -------------
                                                                              357,731         1,511,381             8,078
                                                                         -------------     -------------     -------------

Loss for the year, before undernoted items:                                  (357,731)       (1,511,381)           (8,078)

Recovery of prior years amortization of intangible asset (Note
  7)                                                                           50,400             -                 -

Loss from discontinued operations                                              -                (14,350)          (88,308)

Loss on sale of subsidiary company (Note 5)                                    -               (273,099)            -

                                                                         -------------     -------------     -------------
Net Loss for the year                                                        (307,331)       (1,798,830)          (96,386)
                                                                         -------------     -------------     -------------

Retained Earnings (Deficit), beginning of year                             (1,890,360)          (91,530)            4,856
                                                                         -------------     -------------     -------------

Deficit, end of year                                                     $ (2,197,691)     $ (1,890,360)     $    (91,530)
                                                                         =============     =============     =============

Loss per share:

    On net loss from continuing operations before
      extraordinary item                                                 $     (0.04)      $      (0.16)     $     (0.00)
                                                                         =============     =============     =============

    On Net Loss                                                          $     (0.03)      $      (0.19)     $     (0.01)
                                                                         =============     =============     =============

Weighted Average Number of Shares Outstanding

                                                                           10,067,961         9,364,129        10,591,008
                                                                         =============     =============     =============

</TABLE>


                                      F-4

<PAGE>

<TABLE>
<CAPTION>

                              WOLF INDUSTRIES INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           (Expressed in U.S. Dollars)

                         FOR THE YEARS ENDED DECEMBER 31

                                                                              1999              1998               1997
                                                                         -------------     -------------     -------------
<S>                                                                      <C>               <C>               <C>
Cash Provided By (Used For):
Operating Activity

    Loss from continuing operations                                      $   (357,731)     $ (1,511,381)     $     (8,078)

Item Not Affecting Cash

    Amortization                                                               -                 50,400               -

    Changes in working capital:
         Accounts receivable                                                   23,267           (27,858)              -
         Prepaid expenses                                                      25,000           (25,000)              -
         Accounts payable                                                     323,264         1,495,583            24,171

    Discontinued operations                                                    -                 17,698          (132,913)
                                                                         -------------     -------------     -------------
                                                                               13,800              (558)         (116,820)
                                                                         -------------     -------------     -------------

Financing Activities

    Issue of common shares                                                     -                   -              101,449
    Share issue costs                                                          -                   -              (54,412)
                                                                         -------------     -------------     -------------
                                                                               -                   -               47,037
                                                                         -------------     -------------     -------------

Increase (Decrease) In Cash                                                    13,800              (558)          (69,783)

Cash (Bank Indebtedness),  Beginning Of Year

                                                                              (11,716)          (11,158)           58,625
                                                                         -------------     -------------     -------------

Cash (Bank Indebtedness), End Of Year                                    $      2,084      $    (11,716)     $    (11,158)
                                                                         =============     =============     =============

</TABLE>


SUPPLEMENTAL DISCLOSURE ON NON-CASH FINANCING AND INVESTING ACTIVITIES:
-----------------------------------------------------------------------
During the year ended  December 31, 1999,  the Company  issued  450,000  (1998 -
2,973,026) common shares for the non-cash  consideration of services provided to
the Company in the amount of $78,000 (1998 - $644,606).


                                      F-5

<PAGE>

<TABLE>
<CAPTION>

                              WOLF INDUSTRIES INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                           (Expressed in U.S. Dollars)

                         FOR THE YEARS ENDED DECEMBER 31

                                                                                      Retained        Foreign
                                     Shares                       Additional          Earnings        Exchange
                                     Common        Amount        Paid-in Capital      (Deficit)        Gains            Total
                                 -------------   ------------  -----------------  ----------------  ------------  -----------------
1999
-----
<S>                              <C>             <C>           <C>                <C>               <C>           <C>
Balance, Beginning
    Of Year                        11,334,648    $    11,334   $      2,331,639   $    (1,890,360)  $      -      $        452,613
1998 Issuance Cancelled (Note
    7)                             (4,800,000)        (4,800)        (1,339,200)            -              -            (1,344,000)
Common shares issued                  500,000            500             85,000             -              -                85,500
Share issue costs                        -              -                 -                 -              -                 -
Net loss                                 -              -                 -              (307,331)         -              (307,331)
                                 -------------   ------------  -----------------  ----------------  ------------  -----------------

Balance, End Of Year                7,034,648    $     7,034   $      1,077,439   $    (2,197,691)  $      -      $     (1,113,218)
                                 =============   ============  =================  ================  ============  =================

1998

Balance, Beginning

    Of Year                        10,684,716    $    10,684   $        343,683   $       (91,530)  $     8,258    $       271,095
Stock Reverse Split 3:1            (7,123,094)        (7,123)             7,123             -              -                 -
Common shares issued                7,773,026          7,773          1,980,833             -              -             1,988,606
Net loss                                 -              -                 -            (1,798,830)         -            (1,798,830)
Unrealized foreign
    Exchange gain                        -              -                 -                 -            (8,258)            (8,258)
                                 -------------   ------------  -----------------  ----------------  ------------  -----------------

Balance, End Of Year               11,334,648    $    11,334   $      2,331,639   $    (1,890,360)  $      -      $        452,613
                                 =============   ============  =================  ================  ============  =================

1997

Balance, Beginning
    Of Year                        10,497,300    $    10,497   $        296,833   $         4,856   $      -      $        312,186
Common shares issued                  187,416            187            101,262             -              -               101,449
Share issue costs                        -              -               (54,412)            -              -               (54,412)
Net loss                                 -              -                 -               (96,386)         -               (96,386)
Unrealized foreign
    Exchange gain                        -              -                 -                 -             8,258              8,258
                                 -------------   ------------  -----------------  ----------------  ------------  -----------------

Balance, End Of Year               10,684,716    $    10,684   $        343,683   $       (91,530)  $     8,258   $        271,095
                                 =============== == ========== == =============== == ============== == ========== === ==============


</TABLE>

                                      F-6

<PAGE>


                              WOLF INDUSTRIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

1.   OPERATIONS

     Wolf Exploration Inc. was incorporated under corporate charter of the State
     of Nevada on January 4, 1996. Active operations commenced on July 10, 1996.
     On  March  17,  1997,  Wolf  Exploration  Inc.  changed  its  name  to Wolf
     Industries  Inc.  The   Corporation's   business  offices  are  located  in
     Vancouver, British Columbia, Canada.

     In April 1998, the Corporation acquired an exclusive license to develop and
     market a dental color analyzer.  (Note 6&7). The Company's primary business
     activity  since that date has been to  conduct  research,  development  and
     marketing  plans  to  manufacture  and  sell  the  product.  Prior  to this
     acquisition,  the Corporation's  primary business activity was the blending
     of  chemicals  for  use  in  oilfield   production   from  a  wholly  owned
     subsidiary's  plant in Calgary,  Alberta,  Canada.  The  subsidiary  714674
     Alberta Ltd. was sold effective June 30, 1998. (Note 5)


2.   SIGNIFICANT ACCOUNTING POLICIES

          (a)  Consolidation (Discontinued Operations)

               The Corporation sold its wholly owned subsidiary,  714674 Alberta
               Ltd. (o/a Calgary Chemical) effective June 30, 1998. (Note 5) The
               presentation of the  consolidated  financial  statements for this
               and prior years has been changed to reflect the  subsidiary  as a
               discontinued operation.

          (b)  Intangible Asset

               Intangible asset, license and patent rights, are recorded at cost
               less  accumulated  amortization.  Amortization  is  provided on a
               straight  line basis  over a term of twenty  years.  Pursuant  to
               Statement of Financial  Accounting  Standards No 121,  long lived
               assets  held by the  Company  must  be  reviewed  for  impairment
               whenever events or circumstances  indicate the carrying amount of
               the  asset  may  not  be  recoverable.   An  impairment  loss  is
               recognized in the period it is determined.

                                      F-7


<PAGE>


                              WOLF INDUSTRIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

          (c)  Foreign Currency Translation

               The  Company's  functional  currency is the  Canadian  Dollar and
               reporting  currency is the United States dollar.  Monetary assets
               and  liabilities are translated at the exchange rate in effect at
               the balance sheet date and non-monetary assets and liabilities at
               the rate in  effect  on the  dates of the  related  transactions.
               Revenues  and  expenses  are  translated  at rates  approximating
               exchange rates in effect at the time of the  transactions.  Gains
               or losses arising on conversion of foreign currency  transactions
               are included in income in the period they occur.

          (d)  Income Taxes

               The Company uses the liability  method of  accounting  for income
               taxes pursuant to SFAS No. 109. The only  significant  tax assets
               the Company has are the accumulated  non-capital losses which are
               available  to  offset  future  taxable   income.   The  Company's
               operations  have no income  subject to income taxes and cannot be
               determined  that such tax assets will be  realized.  Accordingly,
               the Company would  eliminate the effect of the recognition of any
               of these tax assets by the  recording  of a  valuation  allowance
               equal to the value of the tax assets.

          (e)  Use of Estimates

               The  preparation  of financial  statements,  in  conformity  with
               generally accepted accounting principles,  required management to
               make estimates and  assumptions  that reflect the reported amount
               of  assets,   liabilities,   revenues,   expenses   and   related
               disclosures. Actual results could differ from those estimates.

          (f)  Loss Per Share

               Basic  net  income  (loss)  per  share is  based on the  weighted
               average  number of common  shares  outstanding  during  the year.
               Diluted  net  income  (loss)  per share is based on the  weighted
               average number of shares outstanding during the year and dilutive
               common  equivalent  shares from options and warrants  outstanding
               during the year.  No common  equivalent  shares are  included for
               loss periods as they would be anti-dilutive.

               As  a  result,   diluted   (loss)   per  share  does  not  differ
               significantly  from basic (loss) per share for fiscal 1999, 1998,
               and 1997 due to the losses incurred in each year.


                                      F-8

<PAGE>


                              WOLF INDUSTRIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

          (g)  Investment in AEI Trucolor Inc.

               The Company  carries its interest in AEI Trucolor Inc., a British
               Columbia  private  corporation,  at cost.  The  Company  does not
               exercise significant influence over the investee.


3.   COMMON STOCK

     Authorized: 200,000,000 common shares, par value $0.001 each.

<TABLE>
<CAPTION>

                                                      1999                                  1998
                                      ------------------------------------ ------------------------------------
                                          Number              Amount              Number              Amount
                                      ----------------    ----------------    --------------     --------------
<S>                                   <C>                 <C>                   <C>              <C>
Issued and outstanding

Balance beginning of year               11,334,648        $     2,342,973       10,684,716       $      354,367

Cancellation of Licence (Note 7)        (4,800,000)            (1,344,000)              --                   --
                                      ----------------    ----------------    --------------     --------------

Balance, beginning of year, restated     6,534,648                998,973       10,684,716              354,367

3:1 Reverse Stock Split                         --                     --       (7,123,094)                  --

Acquisition of interest in AEI
  Trucolor Inc.  (Note 7)                   50,000                  7,500               --                   --

Acquisition of license                          --                     --        4,800,000            1,344,000

For services                               450,000                 78,000        2,973,026              644,606
                                      ----------------    ----------------    --------------     --------------

                                         7,034,648        $     1,084,473       11,334,648       $    2,342,973
                                      ================    ================    ==============     ==============
Represented by:

Common shares at par value                                          7,034                        $       11,334
Additional paid in capital                                      1,077,439                             2,331,639
                                                          ----------------                       --------------
                                                          $     1,084,473                        $    2,342,973
                                                          ================                       ==============


</TABLE>

                                      F-9

<PAGE>


                              WOLF INDUSTRIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



3.   COMMON STOCK (Continued)

     At December 31, 1999,  options providing for the issue of additional common
     shares are outstanding as follows:

                 Number              Price              Expiry Date

            ------------------ ------------------ ------------------------

                 850,000             $0.25            August 17, 2003
                 75,000              $0.25            October 1, 2003


     The Company  accounts for options  granted using the intrinsic value method
     and in accordance with the accounting  prescribed in Accounting  Principles
     Board Opinion No 25 ("APB 25"). Under APB 25, because the exercise price of
     the  Company's  employee  stock  options  equals  the  market  price of the
     underlying  stock  on  the  date  of  grant,  no  compensation  expense  is
     recognized. An alternative method is the fair value accounting provided for
     under FASB  statement  No. 123 ("SFAS No 123"),  which  required the use of
     option valuation  models.  Pro forma  information  regarding net income and
     earnings per share is required by SFAS No. 123, and has been  determined as
     if the Company had accounted  for its options  granted under the fair value
     method of that Statement. The fair value for these options was estimated at
     the date of the grant using a  Black-Scholes  option pricing model with the
     following  weighted average  assumptions for 1999, and 1998; risk free rate
     of 5.25%;  no  dividends,  volatility  factor of the  expected  life of the
     Company's common stock of 163%; and a weighted average expected life of the
     options granted in each year of five years. The pro forma effect of SFAS No
     123 is as follows:

                                        Pro Forma

         December 31, 1999

         Net loss for the period       $    307,331
         Loss per share                $       0.03

                                       Pro Forma

         December 31, 1998

         Net loss for the period       $  2,074,046
         Loss per share                $      0.221

     No fair value  estimate  was made for 1997 as the  Company's  stock was not
     publicly traded.


4.       RELATED PARTIES

     (i)  During the year, the company paid or accrued  $66,427 (1998 - $63,000)
          for management fees to a company wholly owned by a director.

                                      F-10

<PAGE>


                              WOLF INDUSTRIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


4.   RELATED PARTIES (Continued)

     (ii) A total of $12,947  (1998 - $31,679) was paid or accrued to a director
          and to a company  owned by a director  for  consulting  and  technical
          services rendered.

     (iii) A total of $11,050 was paid to a former director for consulting fees.

     (iv) Accounts payable includes $25,995 (1998 - $4,900) payable to a company
          wholly owned by a director.


5.   SALE OF 714674 ALBERTA LTD. (O/A CALGARY CHEMICAL)

     The  Corporation  disposed of its wholly owned  subsidiary,  714674 Alberta
     Ltd.  (o/a  Calgary  Chemical)  effective  June 30, 1998 to an arm's length
     corporation.  The  consideration  for the sale was:  a payment  of  fifteen
     percent of the  subsidiary's  audited  after-tax profit for the fiscal year
     1998; indemnification of the Corporation from Calgary Chemical's bank debt;
     a  release  of the  employment  contract  of the  former  president  of the
     Corporation;  cancellation of options to purchase shares of the Corporation
     held by the former president; and forgiveness by the Corporation of $59,735
     owed by the subsidiary to the Corporation.

     As a result of the sale of 714674 Alberta Ltd. (Calgary Chemical) effective
     June 30, 1998, the company has reflected the operations of Calgary Chemical
     as a discontinued operation. Revenue from sales during the six months until
     the sale was  $286,347  compared to $444,192 for the year 1997 and $145,889
     for the year 1996 (from acquisition September 30, 1996). Cost of goods sold
     was $147,496 in 1998, $227,240 in 1997 and $75, 723 in 1996.

6.   LICENSE AGREEMENT

     On April 8, 1998,  the  Corporation  entered into a License  Agreement with
     Andrew Engineering Inc.,  ("Andrew") an arm's length  corporation,  whereby
     the  Corporation  acquired a worldwide  license to manufacture and market a
     patented  device for the color  matching of  dentures to a patient's  tooth
     color. The license agreement required the Corporation and Andrew to develop
     a business plan for  manufacturing  and marketing of the device,  including
     obtaining of financing; issuance of 4.8 million shares of the Corporation's
     stock to Andrew;  and provided for the  Corporation to pay a royalty of 10%
     of the gross profit of sales if the  Corporation  manufactured  the product
     itself,  or 7% of gross profit if  manufacturing  is done by an independent
     third party.  The 4.8 million  shares were issued  during 1998 for a deemed
     value of $1,344,000.

                                      F-11

<PAGE>



                              WOLF INDUSTRIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



6.   LICENSE AGREEMENT (Continued)

     As a result of the  settlement of litigation  with AEI Trucolor Inc.  ("The
     Settlement  Agreement")  (Note 7). The License  agreement was cancelled and
     4.8 million shares were returned to treasury.

7.   AEI TRUCOLOR INC.

     An action was brought by AEI Trucolor Inc. ("Trucolor") in British Columbia
     Supreme Court against Wolf Industries Inc.,  Andrew  Engineering  Inc., and
     other parties to the license agreement.

     This action was settled by the  execution of two  agreements  the effect of
     which is that the Company  can  acquire up to a 60% equity  interest in AEI
     Trucolor  Inc., an arm's length private  company.  As at December 31, 1999,
     the Company has a 40% interest in AEI Trucolor Inc. as described below.

     The first  agreement  was an asset  purchase  agreement  entered  into with
     Andrew Engineering Inc. ("AEI"), which will see the Company acquiring AEI's
     25% equity interest in Trucolor. As consideration for the acquisition,  the
     Company issued to AEI 50,000  restricted  shares in its capital  stock.  As
     well,   AEI  was   granted   the   right  to   acquire,   in  the  event  a
     manufacturing/distribution  agreement is consummated,  as described  below,
     25% of the Company's then existing interest in Trucolor.

     The second  agreement  was entered into between the  Company,  AEI,  Andrew
     Rawicz and GPT  Management  Ltd.  ("GPT")  and  results  in the  litigation
     initiated by GPT concerning  the ownership of the Analyzer being  dismissed
     (Victoria  Registry No. 99-0811),  and in a declaration that Trucolor is in
     fact the owner of the Analyzer.

     This  agreement  goes on to provide for the Company  acquiring 15% of GPT's
     equity  interest in Trucolor and for its  acquisition,  without  additional
     consideration,  of a further 20% interest, upon execution by Trucolor of an
     agreement  with a third  party  for the  manufacturing/distribution  of the
     Analyzer.  The  additional  20%  interest can be obtained by the Company if
     Trucolor  receives,  in cash,  an  aggregate  after tax benefit of at least
     $750,000.

     This  agreement  (the  "Settlement  Agreement")  provides  further that the
     Company's  May,  1998 License  Agreement  with AEI be  cancelled  and, as a
     consequence,  the  4,800,000  restricted  shares of the Company,  issued in
     respect  of  the  License   Agreement,   were   returned  to  treasury  for
     cancellation.


                                      F-12

<PAGE>


                              WOLF INDUSTRIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



8.   CONTINGENCY

     As at December  31, 1999 the Company was in  litigation  in the Los Angeles
     County Superior Court, West District, Santa Monica, California,  concerning
     the  approximately  $55,000 demand of the  complainant  purportedly due and
     owing by the Company to the Plaintiff  Harvey  Productions  Inc. for public
     relations  services allegedly rendered but not paid. The Company had denied
     these allegations. (Note 12(a))

9.   UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

     The Year 2000 Issue arises because many computerized systems use two digits
     rather than four to identify a year.  Date-sensitive  systems may recognize
     the  year  2000 as 1900  or some  other  date,  resulting  in  errors  when
     information  using  year 2000  dates is  processed.  In  addition,  similar
     problems  may  arise in some  systems  which use  certain  dates in 1999 to
     represent  something  other  than a date.  Although  the change in date has
     occurred,  it is not possible to conclude that all aspects of the Year 2000
     Issue that may affect the entity,  including  those  related to  customers,
     suppliers, or other third parties, have been fully resolved.

10.  FINANCIAL INSTRUMENTS

     The Company's financial  instruments consist of cash, accounts  receivable,
     accounts  payable and accrued  liabilities.  Unless  otherwise noted, it is
     management's  opinion  that  the  company  is not  exposed  to  significant
     interest,   currency,   or  credit  risks  arising  from  these   financial
     instruments.  The fair values of these  financial  instruments  approximate
     their carrying values.

11.  COMPARATIVE FIGURES

     Certain of the comparative  figures have been  reclassified to confirm with
     the presentation adopted in the current year.

12.  SUBSEQUENT EVENTS

     Subsequent to the end of the year, the Company:

     (a)  settled the litigation  with Harvey  Productions  Inc. by agreement to
          make a series  of  payments  totaling  $20,000  over the  period  from
          February to December, 2000. The agreement stipulates that in the event
          the Company defaults on any payment, the amount of $50,000 will become
          due and payable.

                                      F-13

<PAGE>


                              WOLF INDUSTRIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



12.  SUBSEQUENT EVENTS (Continued)

     (b)  has entered into an agreement with a private company, Eastview Capital
          Inc. which, by a prior agreement, acts on behalf of Interactive Travel
          Systems  Media Group  ("ITS") with the  intention of entering  into an
          acquisition  agreement with ITS. ITS is a private internet  e-commerce
          technology and content development company  specializing in the travel
          and hospitality industry. The acquisition of ITS is subject to funding
          requirements  and  the  satisfactory  completion  of a  due  diligence
          process by both parties

     (c)  issued 251,016 common shares at $0.15 per share as  consideration  for
          services, previously rendered.

     (d)  issued  145,000  common  shares  at $0.25 per share as a result of the
          exercise of stock options.

     (e)  agreed to issue 4,039,554  shares of common stock at a deemed value of
          $0.25 per share to settle  $1,009,888 of accounts and advances payable
          owing by the Company to a shareholder of the Company.

                                      F-14

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of Section 12 of the Securities Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities set forth below on the dates indicated.

Date:  March 31, 2000
------------------------------
Wolf Industries Inc.


By /s/ Patrick A. McGowan
----------------------------------------------------------------------------
Patrick A. McGowan, Title:  President, Chief Executive Officer, and Director


By /s/ Allen Schwabe
--------------------------------
Allen Schwabe, Title:  Director