UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2017
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________________ to ________________________
Commission File Number 000-53767
WOLVERINE TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
Nevada | 98-0569013 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
#55-11020 Williams Road, Richmond, British Columbia, Canada | V7A 1X8 |
(Address of principal executive offices) | (Zip Code) |
778.297.4409
(Registrants telephone number,
including area code)
N/A
(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.
[ X ] YES
[ ] NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 [ ] | (Do not check if a smaller reporting company) | Smaller reporting company [ X ] |
Emerging growth company [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
[ ] YES [ X ] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.
346,520,993 common shares issued and outstanding as January 22, 2018.
2
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements.
Our unaudited interim financial statements for the three month period ended August 31, 2017 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.
3
WOLVERINE TECHNOLOGIES CORP.
August 31, 2017
(Expressed in U.S. dollars)
(Unaudited)
WOLVERINE TECHNOLOGIES CORP.
Balance Sheets
(Expressed in U.S. dollars)
(Unaudited)
August 31, | May 31, | |||||
2017 | 2017 | |||||
$ | $ | |||||
ASSETS | ||||||
Current Assets | ||||||
Cash | 76 | 47 | ||||
Other receivable | 1,792 | 1,733 | ||||
Total Assets | 1,868 | 1,780 | ||||
LIABILITIES AND STOCKHOLDERS DEFICIT | ||||||
Current Liabilities | ||||||
Accounts payable and accrued liabilities | 245,018 | 205,436 | ||||
Advances from shareholder (Note 3) | 15,433 | 15,950 | ||||
Short term debt related parties (Note 3) | 80,124 | 59,023 | ||||
Total Liabilities | 340,575 | 280,409 | ||||
Stockholders Deficit | ||||||
Common stock, 500,000,000
shares authorized, $0.001 par
value 346,520,993 shares issued and outstanding at August 31, and May 31, 2017, respectively |
346,521 | 346,521 | ||||
Subscriptions received | 30,501 | 26,798 | ||||
Additional paid-in capital | 4,882,331 | 4,882,331 | ||||
Accumulated deficit | (5,598,060 | ) | (5,534,279 | ) | ||
Total Stockholders Deficit | (338,707 | ) | (278,629 | ) | ||
Total Liabilities and Stockholders Deficit | 1,868 | 1,780 |
(The accompanying notes are an integral part of these unaudited financial statements)
F-2
WOLVERINE TECHNOLOGIES CORP.
Statements of
Operations
(Expressed in U.S. dollars)
(Unaudited)
Three Months | Three Months | |||||
Ended | Ended | |||||
August 31, | August 31, | |||||
2017 | 2016 | |||||
$ | $ | |||||
Operating Expenses | ||||||
General and administrative | 50,957 | 97,214 | ||||
Mineral exploration costs | 222 | | ||||
Total Operating Expenses | 51,179 | 97,214 | ||||
Net Loss Before Other Expenses | (51,179 | ) | (97,214 | ) | ||
Other Income (Expenses) | ||||||
Interest income (Note 3e) | | 192 | ||||
Foreign exchange loss | (12,602 | ) | (704 | ) | ||
Total Other Income (Expenses) | (12,602 | ) | (512 | ) | ||
Net Loss | (63,781 | ) | (97,726 | ) | ||
Net Loss Per Share, Basic and Diluted | (0.00 | ) | (0.00 | ) | ||
Weighted Average Shares Outstanding, Basic and Diluted | 346,520,993 | 315,170,993 |
(The accompanying notes are an integral part of these unaudited financial statements)
F-3
WOLVERINE TECHNOLOGIES CORP.
Statements of Cash
Flows
(Expressed in U.S. dollars)
(Unaudited)
Three Months | Three Months | |||||
Ended | Ended | |||||
August 31, | August 31, | |||||
2017 | 2016 | |||||
$ | $ | |||||
Operating Activities | ||||||
Net loss | (63,781 | ) | (97,726 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Changes in operating assets and liabilities: | ||||||
Tax receivable | | (1,593 | ) | |||
Prepaid expenses | | 10,000 | ||||
Accounts payable | 32,223 | 31,577 | ||||
Accrued liabilities | | (1,046 | ) | |||
Due to related parties | 16,558 | 2,414 | ||||
Net Cash Used in Operating Activities | (15,000 | ) | (56,374 | ) | ||
Financing Activities | ||||||
Proceeds from common stock subscriptions | 3,703 | 51,943 | ||||
Proceeds from loans payable | | 3,812 | ||||
Advances from shareholder | 718 | | ||||
Repayment on advances to shareholder | (1,994 | ) | | |||
Net Cash Provided by Financing Activities | 2,427 | 55,755 | ||||
Effect of foreign currency on cash | 12,602 | | ||||
Increase (Decrease) in Cash | 29 | (619 | ) | |||
Cash, Beginning of Period | 47 | 2,594 | ||||
Cash, End of Period | 76 | 1,975 | ||||
Non-cash Investing and Financing Activities: | ||||||
Payments made by shareholders on behalf of Company | 158 | | ||||
Supplemental Disclosures: | ||||||
Interest paid | | | ||||
Income taxes paid | | |
(The accompanying notes are an integral part of these unaudited financial statements)
F-4
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial
Statements
August 31, 2017
(Expressed in U.S. dollars)
(unaudited)
1. |
Organization |
Wolverine Technologies Corp. (the Company) was incorporated in the State of Nevada on February 23, 2006. The Companys prior principal business was the acquisition and exploration of mineral resources. The Company had not determined that its properties contain mineral reserves that were economically recoverable, financing had not yet become available, and commodity prices had not fully recovered. Therefore, management decided to change the focus of the Company to include cyber security. On April 14, 2015, the Company entered into a Share Exchange and Royalty Agreement pursuant to which the Company will acquire 25% interest in the process technology and cyber security company ENIGMAMobil Inc. (Enigma). Refer to Note 7. Enigma is in the business of developing security applications for cyber systems focusing on the mobile smartphone markets. This agreement has not yet closed. Effective August 12, 2015, the Company changed its name from Wolverine Exploration Inc. to Wolverine Technologies Corp.
The accompanying financial statements of Wolverine Technologies Corp. (the Company) should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Companys Annual Report on Form 10-K for the fiscal year ended May 31, 2017. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Companys financial position and the result of its operations and its cash flows for the periods shown.
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.
Going Concern
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. The Company and/or Enigma plans to raise financing of debt or equity for an aggregate of $2,500,000 prior to the closing of the Enigma Share Exchange and Royalty Agreement described in Note 7. There can be no assurance that additional financing will be available when needed or, if available, that it can be obtained on commercially reasonable terms. As August 31, 2017, the Company has a working capital deficiency of $338,707 and has accumulated losses of $5,598,060 since inception. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2. |
Recent Accounting Pronouncements |
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3. |
Related Party Transactions |
(a) |
During the three months ended August 31, 2017, the Company incurred consulting fees of $7,977 (2016 - $7,636) to a company controlled by the President of the Company. | |
(b) |
During the three months ended August 31, 2017, the Company incurred consulting fees of $11,966 (2016 - $nil) to a Director of the Company. | |
(c) |
As at August 31, 2017, the Company owes $28,034 (May 31, 2017 - $21,765) to a company controlled by the President of the Company, which is non-interest bearing, unsecured and due on demand. | |
(d) |
As at August 31, 2017, the Company owes $52,090 (May 31, 2017 - $37,257) to a Director of the Company, which is non-interest bearing, unsecured and due on demand. | |
(e) |
As at August 31, 2017, the Company owes $15,433 (May 31, 2017 - $15,950) to a shareholder of the Company, which is non-interest bearing, unsecured and due on demand. This amount consists of advances to the Company of $718 and expenses incurred on behalf of the Company of $139, repayment of $1,994 with remaining change due to foreign exchange during the three months ended August 31, 2017. We note the shareholder is not considered a related party as he owns less than 1% of the shares outstanding as of balance sheet date. |
F-4
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial
Statements
August 31, 2017
(Expressed in U.S. dollars)
(unaudited)
4. |
Common Stock |
Stock transactions during the three months ended August 31, 2017:
(a) |
During the three months ended August 31, 2017, the Company received cash proceeds of $3,724 (Cdn$5,000) relating to a subsequent share issuance. As at October 23, 2017 these shares have not yet been issued. |
Stock transactions during the three months ended August 31, 2016:
(b) |
During the three months ended August 31, 2016, the Company received cash proceeds of $51,943 relating to a portion of a share issuance on September 16, 2016 at $0.005 per share. |
5. |
Stock-based Compensation |
On May 28, 2010, the Board of Directors of the Company adopted the 2010 Stock Plan (the Plan). The maximum number of shares of the Companys common stock available for issuance under the Plan is 10,294,500 shares. An aggregate of 5,147,250 shares may be issued under stock options and an aggregate of 5,147,250 shares may be issued in the form of restricted shares. As at August 31, 2017 and May 31, 2017, the Company did not have outstanding stock options.
6. |
Commitments |
On January 31, 2007, the Company entered into a consulting agreement with a company whereby it has agreed to pay $7,407 (Cdn$10,000) per month. The Company is obligated to issue a bonus of 5% of the Companys issued and outstanding common shares as of the date of the payment of the bonus upon and only in the event of the discovery of a major commercially viable mineral resource deposit. As at August 31, 2017, the Company has not issued a bonus. During the three months ended August 31, 2017, the Company recorded consulting fees of $23,931 (Cdn$30,000).
The Company entered into various debt settlement agreements with several creditors to settle $23,086 (Cdn$31,000) of debt with the issuance of 6,200,000 shares of common stock. As at August 31, 2017, the shares have not been issued.
7. |
Subsequent Events |
(a) |
On April 14, 2015, the Company entered into a Share Exchange and Royalty Agreement pursuant to which the Company will acquire 25% interest in the process technology and cyber security company ENIGMAMobil Inc. (Enigma) for the purchase price of $3,000,000, to be paid in shares of common stock of the Company. The Company will also receive 25% royalty of all gross revenue received by Enigma from the sale of licenses of ENIGMAMobil mobile security app. The Company agreed to issue a finders fee to Texada Consulting Inc. consisting of 30,000,000 shares of common stock of the Company (the Finders Shares). The Agreement is subject to Wolverine and/or Enigma completing a financing of $2,500,000 and the Company increasing its authorized capital of common stock to allow for the issuance of the Shares and Finders Shares. As at October 23, 2017, the agreement has not yet closed. | |
(b) |
On April 19, 2016, the Company signed a Share Purchase Agreement with a Director of the Company, whereby the Company will issue, in a private placement, 400,000,000 shares of common stock of the Company in consideration for one-third of the net proceeds that the Director will receive from the sale of the Directors 15% interest in Decision-Zone Inc. The Agreement is subject to the Company increasing its authorized capital of common stock to allow for the issuance of the shares to the Director. As at October 23, 2017, the agreement has not yet closed. | |
(c) |
In September 2017, the Company received cash proceeds of Cdn$15,000 relating to a subsequent issuance of 3,000,000 shares of common stock. As at October 23, 2017, these shares have not yet been issued. | |
(d) |
In October 2017, a creditor of the Company assigned $110,000 of debt to various parties. In October 2017, the Company then entered into various accounts payable settlement agreements with these parties to settle Cdn$110,000 of debt with the issuance of 22,000,000 shares of common stock. As of the date of this filing these shares have not yet been issued and the amounts due are reflected in accounts payable. | |
(e) |
In October 2017, the Company entered into accounts payable settlement agreements with two creditors to settle Cdn$62,500 and USD$10,000 of debt with the issuance of 14,500,000 shares of common stock. As of the date of this filing, the shares have not been issued and the amounts due are reflected in accounts payables. | |
(f) | The Company entered into an accounts payable settlement agreement with company controlled by the President of the Company to settle Cdn$20,000 of debt with the issuance of 4,000,000 shares of common stock. As of the date of this filing, the shares have not been issued and the amount is reflected in accounts payable. |
|
(g) | In January 2018, the Company received cash proceeds of Cdn$100,000 relating to a subsequent issuance of 20,000,000 shares of common stock. As of the date of this filing these shares have not yet been issued. |
F-5
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.
As used in this quarterly report, the terms "we", "us", "our", the Company and "Wolverine" mean Wolverine Technologies Corp., unless otherwise indicated.
Corporate History
Our company was incorporated in the State of Nevada on February 23, 2006 and is quoted on the OTC Pink under the symbol WOLV.
Since we began operations in 2006, the Company has been focused primarily on the exploration for and development of base and precious metal properties located in North America. In February, 2007, we acquired a right to earn a 90% interest in approximately 520 claims through a combination of an upfront cash payment of $34,000, an upfront share payment of 34,000,000 common shares of Wolverine, and by making exploration expenditure commitments totaling $600,000 over three years. From 2007 to the present, we spent approximately US$710,757 to earn our 90% interest in the Cache River Property; Shenin Resources Inc. maintains a 10% carried interest in the project.
We have not yet determined whether the Cache River Property contain mineral reserves that are economically recoverable.
Enigma Mobil Transaction
In the fall of 2013, due to ongoing stagnation in the commodities sector, our management began identifying opportunities to increase shareholder value through merger and acquisition. On September 5, 2013 Wolverine entered into a Letter of Intent with the cyber security corporation ENIGMAMobil Inc. (Enigma) to acquire a 25% interest in Enigma for a cash payment of $10,000,000, however the transaction was not completed. On January 22, 2014, we entered into an Amended Letter of Intent with Enigma to acquire a 25% interest in Enigma for the purchase price of $5,000,000 to be paid with $3,000,000 shares of our common stock at a deemed price of $0.01 per share and $2,000,000 in cash. The LOI expired on June 30, 2014.
On April 14, 2015 Wolverine entered into a Share Exchange and Royalty Agreement with Enigma and Dr. David Chalk pursuant to which Wolverine is seeking to acquire from Dr. Chalk 25% of the issued and outstanding securities of Enigma. for the purchase price of USD $3,000,000, to be paid by the issuance of 300,000,000 common shares of Wolverine at a deemed price of USD$0.01 per share. Dr. Chalk is a Director of Enigma.
Enigma is a private corporation incorporated in the Province of Alberta on September 6, 2013. Enigmas operations are based in Vancouver, British Columbia. Enigma is engaged in the business of developing security applications for cyber systems focusing on the mobile smartphone markets. Under the terms of the Share Exchange and Royalty Agreement, Wolverine will also receive a royalty equal to 25% of gross revenue received by Enigma from the exploitation of Enigmas planned Enigma SECURE mobile security application for the protection against unauthorized computer intrusion and fraud on wireless devices and mobile smartphones.
The closing of the Share Exchange and Royalty Agreement is subject to Enigma completing a financing of USD$2,500,000, and to Wolverine increasing its authorized capital of common stock to allow for the issuance of the 300,000,000 consideration shares. As at the date of this 10-Q, neither the contemplated financing nor the authorized capital increase has been completed, and the Share Exchange and Royalty Agreement has not closed. However, if the agreement were to close, based on the number of the Companys current issued and outstanding shares, Enigma would acquire 46% of the Companys voting securities.
The Enigma SECURE application is not yet commercially available and remains in development. The application is built using proprietary, patent protected fifth generation programming language (5GL) and is compatible with Apple iOS, Android and Blackberry operating systems. As of the date of this 10-Q, third party testing of the application has been completed and Wolverine anticipates that the application will be available for commercial download within 10 months following completion of the USD$2,500,000 private placement contemplated by the Share Exchange and Royalty Agreement.
The Share Exchange and Royalty Agreement may be terminated if the transaction does not close by December 31, 2017, unless extended by mutual agreement of the parties.
Our Current Business
We are an exploration stage mining company engaged in the identification, acquisition, and exploration of metals and minerals with a focus on base and precious metals. Our current operational focus is to raise sufficient funds to continue exploration activities on our property in Labrador, Canada, known as the Cache River Property. We expect to review other potential exploration projects from time to time as they are presented to us.
Concurrent with our exploration activities we will continue to evaluate opportunities to diversify our business through merger or acquisition, and to assist Enigma to raise the $2,500,000 in financing required to complete our reverse acquisition pursuant to the Share Exchange and Royalty Agreement.
On April 19, 2016, Wolverine entered into a Share Purchase Agreement with our Director, David Chalk, pursuant to which we have agreed to issue in a private placement 400,000,000 shares of our common stock in consideration for one-third of the net proceeds that Mr. Chalk may realize from the sale of Mr. Chalks 15% equity interest in Decision-Zone Inc., a privately held cyber-security software company based in Ontario, Canada. The Agreement is subject to our Company increasing its authorized capital to allow for the issuance of the consideration shares. As of the date of this filing, the agreement has not yet closed.
Cash Requirements
There is limited historical financial information about us upon which to base an evaluation of our performance. We are in the development stage and have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to price and cost increases in services.
Over the next twelve months we intend to use any funds that we may have available to fund our Plan of Operation Not accounting for our working capital deficit of $338,707 as of August 31, 2017, we require additional funds of approximately $100,000 at a minimum to proceed with our plan of operation over the next twelve months. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.
Our auditors have issued a going concern opinion for our year ended May 31, 2017. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated. As at August 31, 2017 we had cash in the amount of $76 and a working capital deficiency in the amount of $338,707. As of August 31, 2017, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.
Plan of Operation
The Plan of Operation for the next 12 months is to raise $100,000 for the Phase 1exploration program on the Cache River Property.
The work completed to date on the Cache River Property has identified an area that could host significant copper and gold mineralization in a previously unexplored area. A program of prospecting, followed by trenching (if warranted) is recommended to field check all remaining IP anomalies prior to undertaking additional diamond drill holes. A budget estimate of $100,000 should suffice to complete the recommended prospecting and assaying of samples as well as a limited trenching program if required. This budget would also cover costs associated with the required site visit. Further diamond drilling will be dependent on results of the recommended work program.
Phase 1 Program Proposed Expenditures | $CDN | ||||
Project Management/Staff Costs | $ | 7,500 | |||
Geologists/technicians (mapping, prospecting compilation, reporting) | $ | 18,000 | |||
Geochemistry - Assaying rock/core (approx. 200 samples) | $ | 6,000 | |||
Field Costs (transportation, accommodation, fuel, etc.) | $ | 7,500 | |||
Trenching | $ | 7,500 | |||
Diamond Drilling 300 meters all inclusive | $ | 42,000 | |||
Subtotal: | $ | 88,500 | |||
Contingency ~ 13% | $ | 11,500 | |||
Phase 1 Total | $ | 100,000 |
As at August 31, 2017, we had a cash balance of $76. We will need to raise additional financing to fund our plan of operation over the next 12 months.
The continuation of our business is dependent upon obtaining further financing, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the twelve months ending August 31, 2018.
Corporate Offices
We do not own any real property. Our principal business office is located at #55-11020 Williams Road, Richmond, British Columbia, Canada, V7A 1X8 at a cost of CDN$1,000 per month. We believe that our current lease arrangements provide adequate space for our foreseeable future needs.
Employees
Currently we do not have any employees. The Company utilizes consultants for the management, regulatory, administration, investor relations and geological functions of the Company. We do not expect any material changes in the number of employees over the next 12 month period. We will continue to retain consultants as required.
Critical Accounting Policies
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Mineral Property Costs
Our company has been in the exploration stage since inception and has not yet realized any revenues from its operations. We are primarily engaged in the acquisition and exploration of mineral exploration properties. We expense mineral property exploration costs as they are incurred. Mineral property acquisition costs are initially capitalized, when incurred. Our company assesses the carrying costs for impairment under ASC 360, Property, Plant and Equipment at each fiscal quarter end. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
Long-Lived Assets
In accordance with ASC 360, Property, Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
Results of Operations
Three Months Ended August 31, 2017 and August 31, 2016
The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended August 31, 2017 which are included herein.
Three month summary ending August 31, 2017 and August 31, 2016
Three Months Ended | ||||||
August 31, 2017 | August 31, 2016 | |||||
Revenue | $ | Nil | $ | Nil | ||
Operating Expenses | $ | 51,179 | $ | 97,214 | ||
Other expenses | $ | 12,602 | $ | 512 | ||
Net Loss | $ | (63,871) | $ | (97,726) |
Expenses
Our operating expenses for the three month periods ended August 31, 2017 and August 31, 2016 are outlined in the table below:
Three Months Ended | ||||||
August 31, 2017 | August 31, 2016 | |||||
General and administrative | $ | 50,957 | $ | 97,214 | ||
Mineral exploration costs | $ | 222 | $ | - |
General and administrative expenses decreased by $46,257 from $97,214 during the three months ended August 31, 2016 to $50,957 during the three months ended August 31, 2017 primarily as a result of a decrease in consulting fees of $19,412, a decrease in investor relations of $10,000 and a decrease in legal fees of $9,330.
Revenue
We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.
Liquidity and Financial Condition
Working Capital
As At | As At | |||||
August 31, | May 31, | |||||
2017 | 2017 | |||||
Current assets | $ | 1,868 | $ | 1,780 | ||
Current liabilities | 340,575 | 280,409 | ||||
Working capital (deficit) | $ | (338,707) | $ | (278,629) |
Cash Flows
Three Months Ended | ||||||
August 31, | August 31, | |||||
2017 | 2016 | |||||
Net Cash Used in Operating Activities | $ | (15,000) | $ | (56,374) | ||
Net Cash Used in Investing Activities | - | - | ||||
Net Cash Provided by Financing Activities | 2,427 | 55,755 | ||||
Effect of Foreign Exchange on Cash | 12,602 | - | ||||
Net increase (decrease) in cash during period | $ | 29 | $ | (619) |
Operating Activities
Net cash used in operating activities during the three months ended August 31, 2017, was $15,000 compared to $56,374 during the three months ended August 31, 2016. The decrease was primarily a result of a reduction in net loss from $97,726 during the three months ended August 31, 2016 to $63,781 during the three months ended August 31, 2017.
Financing Activities
During the three months ended August 31, 2017, we received $3,703 through the issuance of shares/shares subscribed in private placements. In the comparable period, the Company received $51,943 through the issuance of shares/shares subscribed in private placements.
Contractual Obligations
As a smaller reporting company, we are not required to provide tabular disclosure obligations.
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, liquidity, capital expenditures or capital resources that are material to stockholders.
Recent Accounting Standards
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Item 4. Controls and Procedures
Managements Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
As of August 31, 2017, the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer, principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, and in light of weakness identified in our internal controls over financial reporting which were disclosed in our Annual Report on Form 10-K for the year ended May 31, 2017, our president (also our principal executive officer, principal financial and accounting officer) concluded that our disclosure controls and procedures were not effective.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended August 31, 2017 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any pending legal proceedings and, to the best of our knowledge, none of our property or assets are the subject of any pending legal proceedings
Item 1A. Risk Factors
Much of the information included in this annual report includes
or is based upon estimates, projections or other forward looking statements.
Such forward looking statements include any projections and estimates made by us
and our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.
Such estimates, projections or other forward looking
statements involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other forward looking statements.
If we do not obtain additional financing, the business plan will fail.
Our current operating funds are insufficient to complete the next phases of our proposed exploration program on our Labrador mineral claims. We will need to obtain additional financing in order to complete our business plan and our proposed exploration program. Our business plan calls for significant expenses in connection with the exploration of the Labrador Claims. We have not made arrangements to secure any additional financing.
Because we have only recently commenced business operations, we face a high risk of business failure and this could result in a total loss of your investment.
We are not currently conducting any exploration and are in the initial stages of exploration of the Labrador Claims, and thus has no way to evaluate the likelihood whether our company will be able to operate our business successfully. Our Company was incorporated on February 23, 2006 and to date we have been involved primarily in organizational activities, obtaining financing and preliminary exploration of the Labrador Claims. We have not earned any revenues and we have never achieved profitability as of the date of this annual report. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in the light of problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that our company plans to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. We have no history upon which to base any assumption as to the likelihood that its business will prove successful, and we can provide no assurance to investors that our company will generate any operating revenues or ever achieve profitable operations. If our company is unsuccessful in addressing these risks its business will likely fail and you will lose your entire investment in this offering.
Because our company has only recently commenced business operations, we expect to incur operating losses for the foreseeable future.
Our company has never earned any revenue and our company has never been profitable. Prior to completing exploration on the Labrador Claims, we may incur increased operating expenses without realizing any revenues from the Labrador Claims, this could cause our company to fail and you will lose your entire investment in this offering.
If we do not find a joint venture partner for the continued development of our mineral claims, we may not be able to advance exploration work.
If the results of the exploration program are successful, we may try to enter into a joint venture agreement with a partner for the further exploration and possible production of the Labrador Claims. Our company would face competition from other junior mineral resource exploration companies who have properties that they deem to be attractive in terms of potential return and investment cost. In addition, if our company entered into a joint venture agreement, our company would likely assign a percentage of our interest in the Labrador Claims to the joint venture partner. If our company is unable to enter into a joint venture agreement with a partner, our company may fail and you may lose your entire investment in this offering.
Because of the speculative nature of mineral property exploration, there is substantial risk that no commercially viable deposits will be found and our business will fail.
Exploration for base and precious metals is a speculative venture involving substantial risk. We can provide investors with no assurance that the Labrador Claims contain commercially viable mineral deposits. The exploration program that our company will conduct on the Labrador Claims may not result in the discovery of commercial viable mineral deposits. Problems such as unusual and unexpected rock formations and other conditions are involved in base and precious metal exploration and often result in unsuccessful exploration efforts. In such a case, we may be unable to complete our business plan and you could lose your entire investment.
Because of the inherent dangers involved in base and precious metal exploration, there is a risk that our company may incur liability or damages as we conducts our business.
The search for base and precious metals involves numerous hazards. As a result, our company may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. Our company currently has no such insurance nor do we expect to get such insurance in the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause our company to liquidate all of our assets resulting in the loss of your entire investment.
Because access to our companys mineral claims is often restricted by inclement weather, we will be delayed in exploration and any future mining efforts.
Access to the Labrador mineral claims is restricted to the period between May and November of each year due to snow in the area. As a result, any attempts to visit, test, or explore the property are largely limited to these few months of the year when weather permits such activities. These limitations can result in significant delays in exploration efforts, as well as mining and production in the event that commercial amounts of minerals are found. Such delays can result in our companys inability to meet deadlines for exploration expenditures as defined by the Province of Newfoundland and Labrador. This could cause the business venture to fail and the loss of your entire investment unless our company can meet the deadlines.
As our company undertakes exploration of the Labrador Claims, we will be subject to compliance with government regulation that may increase the anticipated time and cost of its exploration program.
There are several governmental regulations that materially restrict the exploration of minerals. Our company will be subject to the mining laws and regulations as contained in the Mineral Act of the Province of Newfoundland and Labrador as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. While our companys planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our time and costs of doing business and prevent our company from carrying out our exploration program.
Because market factors in the mining business are out of our control, our company may not be able to market any minerals that may be found.
The mining industry, in general, is intensely competitive and we can provide no assurance to investors even if minerals are discovered that a ready market will exist from the sale of any base or precious metals found. Numerous factors beyond our control may affect the marketability of base or precious metals. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our company not receiving an adequate return on invested capital and you may lose your entire investment.
Because our company holds a significant portion of our cash reserves in United States dollars, we may experience weakened purchasing power in Canadian dollar terms.
Our company holds a significant portion of our cash reserves in United States dollars. Due to foreign exchange rate fluctuations, the value of these United States dollar reserves can result in both translation gains or losses in Canadian dollar terms. If there was to be a significant decline in the United States dollar versus the Canadian Dollar, our US dollar purchasing power in Canadian dollars would also significantly decline. Our company has not entered into derivative instruments to offset the impact of foreign exchange fluctuations.
Our auditors have expressed substantial doubt about our companys ability to continue as a going concern.
The accompanying financial statements have been prepared assuming that our company will continue as a going concern. As discussed in Note 1 to the May 31, 2017 financial statements, our company was incorporated on February 23, 2006, and has never generated any revenue, has a working capital deficiency, and has incurred operating losses since inception. As a result, our companys auditor has expressed substantial doubt about the ability of our company to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.
Our stock is a penny stock. Trading of our stock may be restricted by the SECs penny stock regulations which may limit a stockholders ability to buy and sell our stock.
Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety disclosures
N/A.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit | |
Number | Description |
(3) | (i) Articles of Incorporation; and (ii) Bylaws |
3.1 | Articles of Incorporation of
Wolverine filed as an Exhibit to our Form S-1 (Registration Statement) on
July 15, 2008, and incorporated herein by reference. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit3_1.htm |
3.2 | Bylaws of Wolverine, filed as
an Exhibit to our Form S-1 (Registration Statement) on July 15, 2008, and
incorporated herein by reference. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit3_2.htm |
Exhibit | |
Number | Description |
3.3 | Certificate of Amendment of
Wolverine, filed as an Exhibit to our Form S-1 (Registration Statement)
filed on July 15, 2008 and incorporated herein by reference. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit3_3.htm |
3.4 | Certificate of Registration of
Extra-Provincial Corporation, filed as an Exhibit to our Form S-1
(Registration Statement) filed on July 15, 2008 and incorporated herein by
reference. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit3_4.htm |
3.5 | Certificate of Amendment of
Wolverine, filed as an Exhibit to our Form 8-K filed on September 17, 2013
and incorporated herein by reference.
https://www.sec.gov/Archives/edgar/data/1424404/000106299313004688/exhibit3-1.htm |
3.6 | Articles of Merger of
Wolverine, filed as an Exhibit to our Form 8-K filed on August 11, 2015
and incorporated herein by reference.
https://www.sec.gov/Archives/edgar/data/1424404/000106299315004312/exhibit3-1.htm |
(10) | Material Contracts |
10.1 | Vend-In Agreement dated
February 28, 2007 between Wolverine and Shenin Resources Inc., filed as an
Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008
and incorporated herein by
reference. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit10_1.htm |
10.2 | Consulting Agreement dated
January 31, 2007 between Wolverine and Texada Consulting Inc., filed as an
Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008
and incorporated herein by
reference. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit10_2.htm |
10.3 | Purchase Agreement dated June
11, 2013 between Wolverine and 0969015 B.C. Ltd. filed as an Exhibit to
our 8-K filed on June 13, 2013 and incorporated herein by
reference. https://www.sec.gov/Archives/edgar/data/1424404/000106299313003044/exhibit10-1.htm |
10.4 | Share Exchange and Royalty
Agreement dated April 14, 2015 between Wolverine, Enigma and David Chalk
filed as an Exhibit to our 8-K filed on May 7, 2015 and incorporated by
reference. https://www.sec.gov/Archives/edgar/data/1424404/000106299315002477/exhibit10-1.htm |
10.5 | Share Purchase Agreement
between Wolverine and David Chalk dated April 19, 2016. https://www.sec.gov/Archives/edgar/data/1424404/000106299316009081/exhibit10-1.htm |
(14) | Code of Ethics |
14.1 | Code of Ethics, filed as an
Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008
and incorporated herein by reference.
https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit14.htm |
(31) | Rule 13a-14(a)/15d-14(a) Certifications |
31.1* | Section 302 Certifications under Sarbanes-Oxley Act of 2002 |
(32) | Section 1350 Certifications |
32.1* | Section 906 Certifications under Sarbanes-Oxley Act of 2002 |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WOLVERINE TECHNOLOGIES CORP. | |
(Registrant) | |
Dated: January 22, 2018 | /s/ Richard Haderer |
Richard Haderer | |
Chief Executive Officer, Chief Financial Officer | |
and Director | |
(Principal Executive Officer, Principal Financial | |
Officer and Principal Accounting Officer) |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS
ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard Haderer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Wolverine Technologies Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a 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 this report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 controls 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; and | |
(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: January 22, 2018 |
/s/ Richard Haderer |
Richard Haderer |
Chief Executive Officer, Chief Financial Officer and Director |
(Principal Financial Officer and Principal Accounting Officer) |
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
I, Richard Haderer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) |
the Quarterly Report on Form 10-Q of Wolverine Technologies Corp. for the period ended August 31, 2017 (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 Wolverine Technologies Corp. |
Dated: January 22, 2018
/s/ Richard Haderer | |
Richard Haderer | |
Chief Executive Officer, Chief Financial Officer and | |
Director | |
(Principal Financial Officer and Principal Accounting | |
Officer) | |
Wolverine Technologies Corp. |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Wolverine Technologies Corp. and will be retained by Wolverine Technologies Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Aug. 31, 2017 |
Jan. 22, 2018 |
|
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Aug. 31, 2017 | |
Trading Symbol | wolv | |
Entity Registrant Name | Wolverine Technologies Corp. | |
Entity Central Index Key | 0001424404 | |
Current Fiscal Year End Date | --05-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 346,520,993 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q1 |
Balance Sheets - USD ($) |
Aug. 31, 2017 |
May 31, 2017 |
---|---|---|
Current Assets | ||
Cash | $ 76 | $ 47 |
Other receivable | 1,792 | 1,733 |
Total Assets | 1,868 | 1,780 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 245,018 | 205,436 |
Advances from shareholder | 15,433 | 15,950 |
Short term debt - related parties | 80,124 | 59,023 |
Total Liabilities | 340,575 | 280,409 |
Stockholders' Deficit | ||
Common stock, 500,000,000 shares authorized, $0.001 par value 346,520,993 shares issued and outstanding at August 31, and May 31, 2017, respectively | 346,521 | 346,521 |
Subscriptions received | 30,501 | 26,798 |
Additional paid-in capital | 4,882,331 | 4,882,331 |
Accumulated deficit | (5,598,060) | (5,534,279) |
Total Stockholders' Deficit | (338,707) | (278,629) |
Total Liabilities and Stockholders' Deficit | $ 1,868 | $ 1,780 |
Balance Sheets (Parenthetical) - $ / shares |
Aug. 31, 2017 |
May 31, 2017 |
---|---|---|
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 346,520,993 | 346,520,993 |
Common Stock, Shares, Outstanding | 346,520,993 | 346,520,993 |
Statements of Operations - USD ($) |
3 Months Ended | |
---|---|---|
Aug. 31, 2017 |
Aug. 31, 2016 |
|
Operating Expenses | ||
General and administrative | $ 50,957 | $ 97,214 |
Mineral exploration costs | 222 | 0 |
Total Operating Expenses | 51,179 | 97,214 |
Net Loss Before Other Expenses | (51,179) | (97,214) |
Other Income (Expenses) | ||
Interest income | 0 | 192 |
Foreign exchange loss | (12,602) | (704) |
Total Other Income (Expenses) | (12,602) | (512) |
Net Loss | $ (63,781) | $ (97,726) |
Net Loss Per Share, Basic and Diluted | $ 0.00 | $ 0.00 |
Weighted Average Shares Outstanding, Basic and Diluted | 346,520,993 | 315,170,993 |
Statements of Cash Flows - USD ($) |
3 Months Ended | |
---|---|---|
Aug. 31, 2017 |
Aug. 31, 2016 |
|
Operating Activities | ||
Net loss | $ (63,781) | $ (97,726) |
Changes in operating assets and liabilities: | ||
Tax receivable | 0 | (1,593) |
Prepaid expenses | 0 | 10,000 |
Accounts payable | 32,223 | 31,577 |
Accrued liabilities | 0 | (1,046) |
Due to related parties | 16,558 | 2,414 |
Net Cash Used in Operating Activities | (15,000) | (56,374) |
Financing Activities | ||
Proceeds from common stock subscriptions | 3,703 | 51,943 |
Proceeds from loans payable | 0 | 3,812 |
Advances from shareholder | 718 | 0 |
Repayment on advances to shareholder | (1,994) | 0 |
Net Cash Provided by Financing Activities | 2,427 | 55,755 |
Effect of foreign currency on cash | 12,602 | 0 |
Increase (Decrease) in Cash | 29 | (619) |
Cash, Beginning of Period | 47 | 2,594 |
Cash, End of Period | 76 | 1,975 |
Non-cash Investing and Financing Activities: | ||
Payments made by shareholders on behalf of Company | 158 | 0 |
Supplemental Disclosures: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Organization |
3 Months Ended | ||
---|---|---|---|
Aug. 31, 2017 | |||
Organization [Text Block] |
Wolverine Technologies Corp. (the “Company”) was incorporated in the State of Nevada on February 23, 2006. The Company’s prior principal business was the acquisition and exploration of mineral resources. The Company had not determined that its properties contain mineral reserves that were economically recoverable, financing had not yet become available, and commodity prices had not fully recovered. Therefore, management decided to change the focus of the Company to include cyber security. On April 14, 2015, the Company entered into a Share Exchange and Royalty Agreement pursuant to which the Company will acquire 25% interest in the process technology and cyber security company ENIGMAMobil Inc. (“Enigma”). Refer to Note 7. Enigma is in the business of developing security applications for cyber systems focusing on the mobile smartphone markets. This agreement has not yet closed. Effective August 12, 2015, the Company changed its name from Wolverine Exploration Inc. to Wolverine Technologies Corp. The accompanying financial statements of Wolverine Technologies Corp. (the “Company”) should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2017. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the result of its operations and its cash flows for the periods shown. The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year. Going Concern These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. The Company and/or Enigma plans to raise financing of debt or equity for an aggregate of $2,500,000 prior to the closing of the Enigma Share Exchange and Royalty Agreement described in Note 7. There can be no assurance that additional financing will be available when needed or, if available, that it can be obtained on commercially reasonable terms. As August 31, 2017, the Company has a working capital deficiency of $338,707 and has accumulated losses of $5,598,060 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Recent Accounting Pronouncements |
3 Months Ended | ||
---|---|---|---|
Aug. 31, 2017 | |||
Recent Accounting Pronouncements [Text Block] |
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Related Party Transactions |
3 Months Ended | |||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Aug. 31, 2017 | ||||||||||||||||||||||||||||||
Related Party Transactions [Text Block] |
|
Common Stock |
3 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Aug. 31, 2017 | |||||||||
Common Stock [Text Block] |
Stock transactions during the three months ended August 31, 2017:
Stock transactions during the three months ended August 31, 2016:
|
Stock-based Compensation |
3 Months Ended | ||
---|---|---|---|
Aug. 31, 2017 | |||
Stock-based Compensation [Text Block] |
On May 28, 2010, the Board of Directors of the Company adopted the 2010 Stock Plan (the “Plan”). The maximum number of shares of the Company’s common stock available for issuance under the Plan is 10,294,500 shares. An aggregate of 5,147,250 shares may be issued under stock options and an aggregate of 5,147,250 shares may be issued in the form of restricted shares. As at August 31, 2017 and May 31, 2017, the Company did not have outstanding stock options. |
Commitments |
3 Months Ended | ||
---|---|---|---|
Aug. 31, 2017 | |||
Commitments [Text Block] |
On January 31, 2007, the Company entered into a consulting agreement with a company whereby it has agreed to pay $7,407 (Cdn$10,000) per month. The Company is obligated to issue a bonus of 5% of the Company’s issued and outstanding common shares as of the date of the payment of the bonus upon and only in the event of the discovery of a major commercially viable mineral resource deposit. As at August 31, 2017, the Company has not issued a bonus. During the three months ended August 31, 2017, the Company recorded consulting fees of $23,931 (Cdn$30,000). The Company entered into various debt settlement agreements with several creditors to settle $23,086 (Cdn$31,000) of debt with the issuance of 6,200,000 shares of common stock. As at August 31, 2017, the shares have not been issued. |
Subsequent Events |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||
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Aug. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Events [Text Block] |
|
Organization (Narrative) (Details) |
3 Months Ended |
---|---|
Aug. 31, 2017
USD ($)
| |
Organization 1 | 25.00% |
Organization 2 | $ 2,500,000 |
Organization 3 | 338,707 |
Organization 4 | $ 5,598,060 |
Related Party Transactions (Narrative) (Details) |
3 Months Ended |
---|---|
Aug. 31, 2017
USD ($)
| |
Related Party Transactions 1 | $ 7,977 |
Related Party Transactions 2 | 7,636 |
Related Party Transactions 3 | 11,966 |
Related Party Transactions 4 | 0 |
Related Party Transactions 5 | 28,034 |
Related Party Transactions 6 | 21,765 |
Related Party Transactions 7 | 52,090 |
Related Party Transactions 8 | 37,257 |
Related Party Transactions 9 | 15,433 |
Related Party Transactions 10 | 15,950 |
Related Party Transactions 11 | 718 |
Related Party Transactions 12 | 139 |
Related Party Transactions 13 | $ 1,994 |
Related Party Transactions 14 | 1.00% |
Common Stock (Narrative) (Details) - 3 months ended Aug. 31, 2017 |
USD ($)
$ / shares
|
CAD |
---|---|---|
Common Stock 1 | $ 3,724 | |
Common Stock 2 | CAD | CAD 5,000 | |
Common Stock 3 | $ 51,943 | |
Common Stock 4 | $ / shares | $ 0.005 |
Stock-based Compensation (Narrative) (Details) |
3 Months Ended |
---|---|
Aug. 31, 2017
shares
| |
Stock-based Compensation 1 | 10,294,500 |
Stock-based Compensation 2 | 5,147,250 |
Stock-based Compensation 3 | 5,147,250 |
Commitments (Narrative) (Details) - 3 months ended Aug. 31, 2017 |
USD ($)
CAD / mo
shares
|
CAD
CAD / mo
shares
|
---|---|---|
Commitments 1 | $ 7,407 | |
Commitments 2 | CAD / mo | 10,000 | 10,000 |
Commitments 3 | 5.00% | 5.00% |
Commitments 4 | $ 23,931 | |
Commitments 5 | CAD | CAD 30,000 | |
Commitments 6 | $ 23,086 | |
Commitments 7 | CAD | CAD 31,000 | |
Commitments 8 | shares | 6,200,000 | 6,200,000 |
Subsequent Events (Narrative) (Details) - 3 months ended Aug. 31, 2017 |
USD ($)
shares
|
CAD
shares
|
---|---|---|
Subsequent Events 1 | 25.00% | 25.00% |
Subsequent Events 2 | $ | $ 3,000,000 | |
Subsequent Events 3 | 25.00% | 25.00% |
Subsequent Events 4 | 30,000,000 | 30,000,000 |
Subsequent Events 5 | $ | $ 2,500,000 | |
Subsequent Events 6 | 400,000,000 | 400,000,000 |
Subsequent Events 7 | 15.00% | 15.00% |
Subsequent Events 8 | CAD | CAD 15,000 | |
Subsequent Events 9 | 3,000,000 | 3,000,000 |
Subsequent Events 10 | $ | $ 110,000 | |
Subsequent Events 11 | CAD | CAD 110,000 | |
Subsequent Events 12 | 22,000,000 | 22,000,000 |
Subsequent Events 13 | CAD | CAD 62,500 | |
Subsequent Events 14 | $ | $ 10,000 | |
Subsequent Events 15 | 14,500,000 | 14,500,000 |
Subsequent Events 16 | CAD | CAD 20,000 | |
Subsequent Events 17 | 4,000,000 | 4,000,000 |
Subsequent Events 18 | CAD | CAD 100,000 | |
Subsequent Events 19 | 20,000,000 | 20,000,000 |
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