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, 2015
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.)
|
355-11020 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 ]
|
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.
282,570,993 common shares issued and outstanding as
October 9, 2015
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements.
Our unaudited interim financial statements for the three month
period ended August 31, 2015 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.
2
WOLVERINE TECHNOLOGIES CORP.
August 31, 2015
(Expressed in U.S. dollars)
(unaudited)
WOLVERINE TECHNOLOGIES CORP.
Balance Sheets
(Expressed in U.S. dollars)
(unaudited)
|
|
August 31, |
|
|
May 31, |
|
|
|
2015 |
|
|
2015 |
|
|
|
$ |
|
|
$ |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
13,022 |
|
|
89,934 |
|
Amounts receivable |
|
8,805 |
|
|
3,986 |
|
Prepaid expenses |
|
|
|
|
5,000 |
|
|
|
|
|
|
|
|
Total Assets |
|
21,827 |
|
|
98,920 |
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS
DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities |
|
118,976 |
|
|
102,557 |
|
Due to related party (Note 3) |
|
3,043 |
|
|
27,155 |
|
|
|
|
|
|
|
|
Total Liabilities |
|
122,019 |
|
|
129,712 |
|
|
|
|
|
|
|
|
Stockholders Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, 500,000,000
shares authorized, $0.001 par
value 282,570,993 and
272,664,328 shares issued and outstanding, respectively |
|
282,571 |
|
|
272,664 |
|
Additional
paid-in capital |
|
4,616,515 |
|
|
4,550,914 |
|
Accumulated deficit |
|
(4,999,278 |
) |
|
(4,854,370 |
) |
|
|
|
|
|
|
|
Total Stockholders Deficit |
|
(100,192 |
) |
|
(30,792 |
) |
|
|
|
|
|
|
|
Total Liabilities and Stockholders Deficit |
|
21,827 |
|
|
98,920 |
|
(The accompanying notes are an integral part of these unaudited
financial statements)
F-1
WOLVERINE TECHNOLOGIES CORP.
Statements of
Operations
(Expressed in U.S. dollars)
(unaudited)
|
|
Three Months |
|
|
Three Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
August 31, |
|
|
August 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange
loss (gain) |
|
2,157 |
|
|
(765 |
)
|
General and administrative |
|
140,741 |
|
|
47,485 |
|
Mineral exploration costs |
|
2,010 |
|
|
|
|
|
|
|
|
|
|
|
Total Expenses |
|
144,908 |
|
|
46,720 |
|
|
|
|
|
|
|
|
Net Loss |
|
(144,908 |
) |
|
(46,720 |
) |
|
|
|
|
|
|
|
Net Loss Per Share, Basic and Diluted |
|
(0.00 |
) |
|
(0.00 |
) |
|
|
|
|
|
|
|
Weighted Average Shares Outstanding, Basic and Diluted |
|
278,033,000 |
|
|
194,063,333 |
|
(The accompanying notes are an integral part of these unaudited
financial statements)
F-2
WOLVERINE TECHNOLOGIES CORP.
Statements of Cash
Flows
(Expressed in U.S. dollars)
(unaudited)
|
|
Three Months |
|
|
Three Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
August 31, |
|
|
August 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
$ |
|
|
$ |
|
Operating Activities |
|
|
|
|
|
|
Net loss |
|
(144,908 |
) |
|
(46,720 |
) |
Changes in
operating assets and liabilities |
|
|
|
|
|
|
Amounts receivable
|
|
(4,819 |
) |
|
(1,931 |
) |
Accounts payable |
|
46,419 |
|
|
37,111 |
|
Accrued
liabilities |
|
|
|
|
3,380 |
|
Due to related parties |
|
(24,112 |
)
|
|
8,125 |
|
Prepaid expenses |
|
5,000 |
|
|
|
|
Net Cash Used In Operating Activities |
|
(122,420 |
) |
|
(35 |
) |
Financing Activities |
|
|
|
|
|
|
Proceeds from issuance of common stock
|
|
45,508 |
|
|
|
|
Net
Cash Provided By Financing Activities |
|
45,508 |
|
|
|
|
Decrease in Cash |
|
(76,912 |
)
|
|
(35 |
)
|
Cash, Beginning of Period |
|
89,934 |
|
|
135 |
|
Cash, End of Period |
|
13,022 |
|
|
100 |
|
Non-cash Investing and Financing Activities:
|
|
|
|
|
|
|
Shares issued to settle accounts payable |
|
30,000 |
|
|
|
|
Supplemental Disclosures: |
|
|
|
|
|
|
Interest paid
|
|
|
|
|
|
|
Income taxes paid |
|
|
|
|
|
|
(The accompanying notes are an integral part of these unaudited
financial statements)
F-3
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial
Statements
August 31, 2015
(Expressed in U.S. dollars)
(unaudited)
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 from mineral exploration
to 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, 2015. 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
results 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 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
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 8. 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, 2015, the Company has a working capital deficiency of
$100,192 and has accumulated losses of $4,999,278 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, 2015, the
Company incurred consulting fees of $5,937 (2014 - $nil) to a company
controlled by the President of the Company. |
F-4
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial
Statements
August 31, 2015
(Expressed in U.S. dollars)
(unaudited)
|
(b) |
During the three months ended August 31, 2015, the
Company incurred consulting fees of $31,170 (2014 - $nil) to a Director of
the Company. |
|
|
|
|
(c) |
During the three months ended August 31, 2014, the
Company incurred consulting fees of $29,088 and rent of $2,909 to a
company controlled by the brother of the former President of the Company
which is included in general and administrative expenses. |
|
|
|
|
(d) |
During the three months ended August 31, 2014, the
Company incurred consulting fees of $8,311 to the former President of the
Company. |
|
|
|
|
(e) |
As at August 31, 2015, the Company has an outstanding
advance of $1,495 (May 31, 2015 - $nil) made to a company controlled by
the President of the Company as a retainer for consulting
services. |
|
|
|
|
(f) |
As at August 31, 2015, the Company owes $4,538 (May 31,
2015 - $nil) to a Director of the Company, which is non-interest bearing,
unsecured and due on demand. |
|
|
|
|
(g) |
As at August 31, 2015, the Company owes $11,594 to a
company controlled by the brother of the former President of the Company
that is included in accounts payable. As at May 31, 2015, the Company owed
$16,082 for cash advances received from this company and $4,969 that was
included in accounts payable. |
|
|
|
|
(h) |
As at August 31, 2015, the Company owes $nil (May 31,
2015 - $11,073) to the former President of the Company which is
non-interest bearing, unsecured, and due on
demand. |
Stock transactions during the three
months ended August 31, 2015:
|
(a) |
On July 2, 2015, the Company issued 3,000,000 shares of
common stock with a fair value of $30,000 to settle accounts payable of
$30,000. |
|
|
|
|
(b) |
On July 13, 2015, the Company issued 4,906,665 shares of
common stock pursuant to a private placement at Cdn$0.0075 per share for
proceeds of $29,635 (Cdn$36,800). |
|
|
|
|
(c) |
On July 13, 2015, the Company issued 1,500,000 shares of
common stock pursuant to a private placement at Cdn$0.01 per share for
proceeds of $12,021 (Cdn$15,000). |
|
|
|
|
(d) |
On August 31, 2015, the Company issued 500,000 shares of
common stock pursuant to a private placement at Cdn$0.01 per share for
proceeds of $3,852 (Cdn$5,000). |
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.
A summary of the Companys stock option
activity is as follows:
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
Aggregate |
|
|
|
Number of |
|
|
Exercise |
|
|
Contractual |
|
|
Intrinsic |
|
|
|
Options |
|
|
Price |
|
|
Life (years) |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding and exercisable
as of: |
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2015 |
|
200,000 |
|
$ |
0.05 |
|
|
1.03 |
|
$ |
|
|
May 31, 2015 |
|
200,000 |
|
$ |
0.05 |
|
|
1.28 |
|
$ |
|
|
F-5
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial
Statements
August 31, 2015
(Expressed in U.S. dollars)
(unaudited)
On January 31, 2007, the Company
entered into a consulting agreement with a company whereby it has agreed to pay
$7,563 (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, 2015, the Company
has not issued a bonus. During the three months ended August 31, 2015, the
Company recorded consulting fees of $23,723 (Cdn$30,000).
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
consisting of 30,000,000 shares of common stock of the Company (the Finders
Shares).The Agreement is subject to Enigma completing a financing of $2,500,000
and the Company increasing its authorized capital of common stock to allow for
the issuance of the Shares and Finders Shares. At October 15, 2015, the
agreement has not yet closed.
F-6
Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
Forward-Looking Statements
This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors", that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States
Dollars (US$) 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 OTQB under the symbol WOLV.
Our Current Business
On April 14, 2014 Wolverine entered into a Share Exchange and
Royalty Agreement (the Agreement) with Dr. David Chalk, hd.Tech (Chalk).
Under the terms of the Agreement, Wolverine will acquire a 25% interest in
ENIGMAMobil Inc.(Enigma) from Chalk for the purchase price of USD $3,000,000,
to be paid in shares of common stock of Wolverine at a deemed price of USD$0.01
per share (the Shares). Wolverine will also receive a 25% royalty of all gross
revenue received by Enigma from the sale of licenses of the ENIGMAMobil mobile
security app. The Agreement is subject to Enigma completing a financing of
USD$2,500,000 and Wolverine increasing its authorized capital of common stock to
allow for the issuance of the Shares.
The purchase price is a negotiated value determined by
Wolverine and Enigma. Dr. David Chalk is a director of Wolverine and Enigma.
Wolverine and Enigma are currently working on arranging
financing in the amount of USD $2,500,000 that is required for the building of
the Enigma fully secure mobile wireless software application.
Information regarding 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 will be designing and completing computer systems
security focused on mobile and transaction security markets. All third party
testing on the technology has been completed using the proprietary fully
patented fifth generation programming language (5GL) providing the only
real-time data in motion with cybersecurity capability and further adding
tremendous efficiency in Digital Process Management (DPM).
The Key for Enigma is the deployment of its fully secure mobile
smartphone software application for Apple iOS, Android and Blackberry operating
systems developed with the patented 5GL language capable of protecting against
unauthorized computer intrusion and fraud on wireless devices and mobile
smartphones. When complete, Enigma will be able to protect, the wireless
marketplace currently in excess of 7 billion devices. Overall mobile data
traffic is expected to grow to 24.3 exabytes per month by 2019, nearly a tenfold
increase over 2014. Mobil data traffic will grow at a CAGR of 57% from 2014 to
2019. (Figure 1 of the link below). The Enigma mobile security application will
be available to the marketplace for download within 10 months of receipt of
funding.
http://www.cisco.com/c/en/us/solutions/collateral/service-provider/visual-networking-index-vni/white_paper_c11-520862.html.
Risks and Uncertainties
Enigma has a limited operating history and has had no revenues
derived from its operations. Significant expenditures are required to complete
the development of its mobile wireless software application. There is no
assurance that Enigma will be able to raise the capital required for these
expenditures.
Enigma operates in a competitive environment where software is
subject to rapid technological changes and evolving industry standards. There is
no assurance that Enigma will be able to become and remain competitive in this
competitive environment.
The success of Enigma will be largely dependent upon the
performance of its management and key employees. Failure by Enigma to attract
and retain key employees with the necessary skills could have a materially
adverse effect on Enigmas growth and profitability. Currently Dr. David Chalk
is the only key employee.
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 $100,192 as of August 31, 2015, we require additional
funds of approximately $2,500,000 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, 2015. 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, 2015 we had cash in
the amount of $13,022 and a working capital deficiency in the amount of $100,192. As of August 31, 2015, 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
$2,500,000 for the building of Enigmas fully secure mobile wireless software
application for Apple iOS, Android and Blackberry developed through a full
patented language technology with the capability to protect against unauthorized
computer intrusion and fraud.
As at August 31, 2015, we had a cash balance of $13,022. 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, 2016.
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, 2015 and August 31, 2014
The following summary of our results of operations should be
read in conjunction with our financial statements for the quarter ended August
31, 2015 which are included herein.
Three month summary ending August 31, 2015 and August 31,
2014
|
|
Three
Months Ended |
|
|
|
|
|
|
|
|
|
|
August 31, 2015 |
|
|
August 31, 2014 |
|
Revenue |
$ |
Nil |
|
$ |
Nil |
|
Operating Expenses |
$ |
144,908 |
|
$ |
46,720 |
|
Net Loss |
$ |
(144,908 |
) |
$ |
(46,720 |
)
|
Expenses
Our operating expenses for the three month periods ended August
31, 2015 and August 31, 2014 are outlined in the table below:
|
|
Three
Months Ended |
|
|
|
August 31, 2015 |
|
|
August 31, 2014 |
|
Foreign exchange loss (gain)
|
$ |
2,157 |
|
$ |
(765 |
) |
General and administrative |
$ |
140,741 |
|
$ |
47,485 |
|
Mineral Exploration Costs |
$ |
2,010 |
|
$ |
- |
|
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, |
|
|
|
2015 |
|
|
2015 |
|
Current assets |
$ |
21,827 |
|
$ |
98,920 |
|
Current liabilities |
|
122,019 |
|
|
129,712 |
|
Working capital (deficit) |
$ |
(100,192 |
) |
$ |
(30,792 |
) |
Cash Flows
|
|
Nine Months
Ended |
|
|
|
|
|
|
|
|
|
|
August 31, |
|
|
August 31, 2014
|
|
|
|
2015 |
|
|
|
|
Net Cash Used in Operating
Activities |
$ |
(122,420 |
) |
$ |
(35 |
) |
Net Cash Used in Investing Activities |
|
- |
|
|
- |
|
Net Cash Provided by
Financing Activities |
|
45,508 |
|
|
- |
|
Net increase (decrease) in cash during period
|
$ |
(76,912 |
) |
$ |
(35 |
) |
Operating Activities
Net cash used in operating activities during the three months
ended August 31, 2015, was $122,420 compared to $35 during the three months
ended August 31, 2014.
Financing Activities
During the three months ended August 31, 2015, we received
$45,508 through the issuance of shares/shares subscribed in private placements.
In the comparable period, the Company received $Nil 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, 2015, 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, 2014, 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, 2015 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 our
proposed in Enigma We will need to obtain additional financing in order to
complete our business. Our business plan calls for significant expenses in
connection with the investment in Enigma. We have not made arrangements to
secure any additional financing.
There is no assurance we will complete our investment in
Enigma
There is no assurance that Enigma and Wolverine will be able
to raise the financing necessary to complete its mobile security app which will
be a condition of the investment in Enigma by Wolverine.
We expect to incur operating losses for the foreseeable
future.
Our company has never earned any revenue and our company has
never been profitable. We may incur increased operating expenses without
realizing any revenues, this could cause our company to fail.
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 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, 2015 financial statements, our company was incorporated on
February 23, 2006, and does not have a history of earnings, and 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
On July 13, 2015, we issued 3,000,000 shares of our common
stock pursuant to debt settlement agreements with two (2) individuals. The
deemed price of the shares issued was USD $0.01 per share. We have issued all of
the shares to two (2) non-US persons (as that term is defined in Regulation S of
the Securities Act of 1933) in an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933.
On July 13, 2015, we issued 4,906,665 shares of our common
stock in a private placement at a purchase price of CDN $0.0075 raising gross
proceeds of CDN $36,800. We have issued all of the shares to seven (7) non-US
persons (as that term is defined in Regulation S of the Securities Act of 1933)
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
On July 13, 2015, we issued 3,000,000 shares of our common
stock in a private placement at a purchase price of CDN $0.01 raising gross
proceeds of CDN $30,000. We have issued all of the shares to eight (8) non-US
persons (as that term is defined in Regulation S of the Securities Act of 1933)
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
On August 31, 2015, we issued 500,000 shares of our common
stock in a private placement at a purchase price of CDN $0.01 raising gross
proceeds of CDN $5,000. We have issued all of the shares to one (1) non-US
person (as that term is defined in Regulation S of the Securities Act of 1933)
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
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. |
|
|
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. |
|
|
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.
|
Exhibit |
|
Number |
Description |
|
|
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. |
|
|
(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. |
|
|
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. |
|
|
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.
|
|
|
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. |
|
|
(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. |
|
|
(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: October 9, 2015 |
/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: October 9, 2015
/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, 2015 (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: October 9, 2015
|
/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.
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