UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K
(Mark
One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
May 31, 2019
[ ] 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
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98-0569013
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification
No.)
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#55-11020-Williams Road,
Richmond, British Columbia, Canada
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V7A
1X8
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(Address of principal executive
offices)
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(Zip Code)
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Registrant's telephone number, including area
code: 778.297.4409
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Securities registered pursuant to Section 12(b)
of the Act:
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Title of Each Class
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Name of Each Exchange On Which
Registered
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N/A
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N/A
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Securities registered pursuant to Section 12(g)
of the Act:
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N/A
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(Title of class)
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Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act
Yes [ ] No [X]
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 last 90 days.
Yes [x] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-K (§229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definition of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [x]
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Smaller reporting company [x]
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Emerging growth company [
]
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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 [ ] No [X]
The value of Common Stock held by non-affiliates of the
Registrant on November 30, 2018 was $2,409,762 based on a market price of
$0.0052 (per share. For purposes of this computation, all executive officers and
directors have been deemed to be affiliates. Such determination should not be
deemed to be an admission that such executive officers and directors are, in
fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest practicable date.
499,970,993 shares of common stock issued &
outstanding as of September 13, 2019.
DOCUMENTS INCORPORATED BY
REFERENCE
None.
2
TABLE OF CONTENTS
3
PART I
This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States generally accepted
accounting principles.
In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States Dollars and all references to common
shares refer to the common shares in our capital stock.
As used in this annual report, the terms we, us, our
company, Wolverine, mean Wolverine Technologies Corp., a Nevada corporation,
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.
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 are not currently conducting any
exploration on the Cache River Property. We intend to conduct further
exploration activities on the Cache River when financing is available. We expect
to review other potential exploration projects from time to time as they are
presented to us.
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.
4
Our business is conducted by independent contractors which
include our officers and directors, among others. As of May 31, 2019, the
company had three consultants PubCo Services Inc. (Richard Haderer), Texada
Consulting Inc. (Bruce Costerd), and David Chalk engaged on a non-exclusive,
part time basis, and several other IR, administrative, and accounting
consultants who are engaged on an intermittent, as needed basis. Our business
plan does not anticipate that we will hire a large number of employees or that
we will require extensive office space. We have to date, and plan to continue to
acquire most of the industry and geological expertise we require through third
party contractual relationships with other companies, which will act as
operators of our various interests. Although this exposes us to certain risks on
behalf of those operators, it also allows us to participate in the often unique
experience and knowledge that local persons have related to certain
properties.
The Companys objectives for the next twelve months
include:
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With respect to the Cache River Property, a
program of prospecting, followed by trenching (if warranted) is
recommended to field check all remaining IP anomalies prior to outlining
additional diamond drill holes;
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To complete the Share Purchase Agreement with
David Chalk.
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We have suffered recurring losses from operations and
anticipate generating losses for the foreseeable future. The continuation of our
business is dependent upon obtaining further financing, completing a successful
program of exploration and/or development, and, finally, 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.
Mineral Properties
Summary
The Company has one current mineral project known as the Cache
River Property. We have not yet determined if the Cache River Property contains
mineral reserves that are economically recoverable.
Cache River Property Labrador, Canada
Technical Report
Wolverine commissioned G Timothy Froude, B.Sc., P. Geo., a
licensed member of the Professional Engineers and Geoscientists of Newfoundland
and Labrador to complete a Technical Report on the Cache River Property. The
Technical Report, a report compliant with National Instrument 43-101, is dated
March 18, 2015 and has been filed on SEDAR at www.sedar.com in conjunction with
this Prospectus. The following information concerning the Cache River Property
is derived from the Technical Report. The scientific and technical information
contained in this 10-K relating to the Cache River Property is supported by the
Technical Report, which is subject to certain assumptions, qualifications, and
procedures described therein.
5
Property Description and Location
The Cache River Property is located about 120 kilometres (75 miles) west of Goose Bay, Labrador, a small town of 9,000 people on the Atlantic Coast of northern Canada. It takes approximately one and a half to two hours to drive to the Cache River
Property from Goose Bay.
The Cache River Property lie within NTS map sheets 13E/01 and 13F/04 and extends approximately from 53o 11’ 08’’ N latitude and 62o 11’ 56’’ W longitude to 53o 06’ 34’’ N latitude and 61o
57’ 02’’ W longitude.
Goose Bay features an international airport. From there, the Cache River Property can be accessed directly from the Trans-Labrador Highway. The Cache River Property are easily accessible by the Trans-Labrador Highway, which runs through the central
portion of the Cache River Property. The Trans-Labrador Highway is a well maintained Provincial Highway with a gravel surface. There are no gas stations between Goose Bay and Churchill Falls, the next major community located 290 kilometres (180
miles) to the west of Goose Bay and 160 kilometres (105 miles) to the west of the Labrador Claims.
Access to the Cache River Property is possible for most of the year given the proximity to Goose Bay and the fact that the highway is well maintained. Airborne geophysical surveys are best performed either in late winter (March-April) or during the
summer (June-August). Ground geophysical surveys should be scheduled to avoid freeze-up (November-December) and breakup (late April to early June). Ground geological surveys are best conducted with no snow cover (mid June to mid November).
6
Figure 1. Cache River Property Location
Description of Claims
The Cache River Property consists of a total of 6 mineral
claims held under a single Licence (13472M) as described in Table 1 below. A
layout of the claims is shown in Figure 2 below.
Table 1.
Summary of the Claims.
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Number
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# of Claims
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NTS
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Area
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Good to Date
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(hectares)
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013472M
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6
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13F/04
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150
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05-17-2020
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In the Province of Newfoundland and Labrador a mineral claim
consists of a 25 hectare square measuring 500 meters per side. A single license
can contain from one to 256 claims. The claims are unencumbered and in good
standing and there are no third party conditions which affect the claims other
than conditions defined by the Province of Newfoundland and Labrador described
below. The claims together make up an aggregate area of 2,825 hectares. We have
no insurance covering the claims. Management believes that no insurance is
necessary since the claims are unimproved and contain no buildings or
improvements.
7
Figure 2 Cache River Property Claims Location
There is no assurance that a commercially viable mineral
deposit exists on the Cache River Property. Further exploration will be required
before an evaluation as to the economic feasibility of the Cache River Property
is determined. Our consulting geophysicist has written a report and provided us
with recommendations of how we should explore the property. Until management can
validate otherwise, the property is without known reserves.
Conditions to Retain Title to the Cache River
Property
The claims are currently in good standing with the Department
of Natural Resources and no exploration expenditures are required until May 17,
2020. The fifteen year renewal fee of $50 per claim is due on May 17, 2022.
History of Labrador and the Cache River Property
According to the report prepared by our consulting
geophysicist, the geologic setting is based on information available from the
Geological Survey of Canada (DNR Open File 013F/0055) and the Government of
Newfoundland and Labrador (Open File 013F/0061). The regional geology as
described by both government reports contains very little detail because the
Trans-Labrador Highway was under construction during much of the mapping
initiative, opening in 1992.
Also, the area has seen only limited geologic mapping on a
regional scale, in part due to the remoteness of the area and the timing of the
Federal and Provincial mapping initiatives that preceded construction of the
Trans-Labrador Highway. The mapped geology within the area is part of a regional
1:500,000 compilation undertaken by the Newfoundland and Labrador Provincial
Government during the early 1990s. The survey area is located outside of the
area of detailed mapping, in which case geologic mapping has been taken from
previous publications, most notably a Federal Government regional mapping
program from 1990-1994. During the period 1990 to 1994 the area was regionally
mapped by the Geological Survey of Canada and by the Mines and Energy Branch of
the Newfoundland and Labrador Government. Geologic mapping was performed on a
very regional scale, due in part to the remoteness of the area (away from the
Trans-Labrador Highway) and the lack of outcrop. In summary there is very little
geological mapping within the survey area and there has never been a detailed
mapping program.
8
Exploration History
In October, 2007 we completed an airborne survey of the Cache
River Property. The airborne survey identified 8 conductive targets which
warranted ground follow-up.
In the fall of 2009 we carried out geological reconnaissance
along with prospecting and sampling on three of our eleven licenses on the Cache
River Property. Some, but not all of the known mineralized zones were sampled as
this was more of a reconnaissance exercise until a more systematic program is
put in place. In addition, to the usual base metal sampling, scintillometer
surveys were done on the exposed rock cuts along the highway and selected areas
of the southern portions of the three licenses.
Work on the property during June of 2010 consisted of
prospecting, sampling and geological reconnaissance on and around
electro-magnetic and radiometric anomalies that were identified during the 2007
airborne survey. Earlier sampling on rock cuts along the highway had shown
copper and gold values that warranted further exploration.
Continued prospecting during July 2010 on other areas of the
property has revealed additional outcrops containing malachite alteration on the
western end of the property near anomaly number one.
In August and September 2010 a follow up program of diamond
drilling was contracted to an Ontario, Canada, drilling company and a total of
522.5 meters was drilled in 6 holes.
In November and December 2010 an induced polarization (IP)
Survey was completed on two grids located on the property. Grid 1 consisted of
19, 1.6 km lines oriented at 360 degrees. 5 of those lines were cut short (1.2
km) due to a large lake that was not completely frozen at the time of the survey
and was considered unsafe. A 1.8 km base line oriented at 090 Degrees crossed
the centre of the grid. Grid 2 consisted of 13 lines that varied from ~750 m, in
the south to 1500 m in the north. The lines were oriented at 090 degrees with a
baseline 1.2 km long, oriented at 360 Degrees.
In June of 2011 we conducted a prospecting program which marked
the eleven drill locations in the anomalous areas which were identified by the
Induced Polarization Survey completed in late 2010.
In the fall of 2011 a follow up program of diamond drilling was
contracted to an Ontario, Canada drilling company and a total of 271 meters was
drilled in 4 holes.
In the fall of 2012 a follow up program of diamond drilling
consisting of two holes was drilled by Innu-Cartwright Drilling Limited
Partnership.
Exploration Results
Disseminated mineralization consisting mainly of pyrite,
pyrrhotite and chalcopyrite were detected in several areas of the property.
Mineralization was first noted in roadside rock cuts, samples were taken but the
GPS location was not recorded as none were available, only a generalized
location within several metres was given to the geologist.
After we acquired the property an airborne survey was completed
and several anomalies were detected. Wolverine then engaged a geologist to
supervise the prospecting, trenching and drilling program. Prospecting revealed
other zones of disseminated mineralization, mainly in rock cuts along the
highway which had the best exposure as most of the property is covered by marsh
and forested overburden.
9
Diamond drilling on two airborne anomalous areas revealed
disseminated mineralization in four of the six drill holes.
We then conducted an induced polarization (IP) survey on two
selected areas that detected 23 anomalous zones.
Of the four holes drilled in the fall of 2011, two had minor
indications of sulphide mineralization with magnetite while one contained
disseminated mineralization consisting of blebs of chalcopyrite and pyrite for
approximately 37 metres (121 feet).
The two anomalies drilled in the fall of 2012 at approximately
50 degree angles did not intersect sufficient amounts of mineralization to
account for the magnitude of that picked up by the IP survey. There are very
minor amounts of pyrite and the rock is slightly magnetic with only background
radioactivity.
Quality Assurance/Quality Control
All drill core samples were cut lengthwise with a rock saw.
Half of the sample was retained for future reference and the other was sent by
Canada Post, insured and delivered to the laboratory. Sample sections were
measured by depth markers in the core boxes and confirmed by the geologist.
Results were mailed back to the geologist and confirmed by the chief chemists
signature. A portion of the laboratory sample was retained at the laboratory for
a period of one year.
Surface bedrock sample sites were selected by geologists and
prospectors. GPS readings recorded the locations. Samples were stored in new
industrial plastic sample bags with the sample number which was also recorded in
note books. Samples were again sent by Canada Post with the same procedure noted
above.
Present Condition of the Cache River Property
The mineralization found to date on the Cache River Property
consists primarily of copper and gold mineralization in sulphide with
associated pyrite (a non-economic sulphide mineral). There are also a number of
malachite veins (and malachite stained outcrops).
The country rocks have been identified as meta-sedimentary
gneiss. Locally, gabbros and diorites have been identified by surface
prospecting.
Based on the mineralization and the known geologic rock types,
there appear to be three possible deposit types that could host mineralization
within the Cache River Property; 1) porphyry copper-gold in sulphide, 2)
volcanogenic (Cu-Pb-Zn) massive sulphide, or 3) magmatic nickel-copper sulphide.
Copper-gold (Cu-Au) deposits occur within sedimentary rocks
when a stock intrudes into the sediments and heats up the ground water. The
heated fluids pick up copper and other metals as they percolate through
fractures opened up within the sediments. Mineralization is mostly disseminated,
but significant veins of chalcopyrite, rich in gold, are also present. The
presence of chalcopyrite in meta-sediment and malachite staining are excellent
indicators for a copper-gold system.
VMS deposits are commonly formed by deposition of hot metals
into seawater from volcanic vents on the seafloor. The main metals include
copper, zinc, lead, gold and silver. Within the Cache River Property there are
no mapped volcanic rocks, although the known mineralization has been found
within gabbro and diorite.
Magmatic nickel-copper sulphide deposits are hosted in mafic to
ultramafic rocks such as gabbro, norite, and troctolite. Other rock types
commonly associated with these host rocks are diorites and anorthosites. Within
the Cache River Property chalcopyrite mineralization was identified in a gabbro
and separately associated with a diorite dyke.
10
The Cache River Property are almost completely covered by
overburden and tree cover. Rock outcrops are best observed along the highway
where they have been uncovered.
The climate within the area is typically northern with short
hot summers and long cold winters. Winter temperatures can range from
-15o C to -35o C and occasionally fall to below
-42o C.
There is no equipment, infrastructure or electricity currently
on the property.
There have been no previous airborne surveys in this area that
are within 35 kilometers (22 miles) of the Cache River Property. The area would
have been covered as part of the Federal Government regional airborne magnetic
survey, but this survey would not have the sufficient resolution to identify
magnetic units less than 1 kilometer in size and could not detect any conductive
mineralization.
Geology of the Cache River Property
Geologically the area is mapped as early to late Proterozoic
meta-sediments that have been metamorphosed to gneisses. Major gabbroic and
anorthositic intrusives have intruded the gneisses several kilometers to the
east and local gabbros and diorites occur throughout the area along with several
quartz veins. Large tourmaline crystals have also been identified on the
property. The area has little outcrop and is covered by overburden, generally
sand and gravel. Spruces trees are abundant but are not very tall.
The presence of several copper showings and malachite staining
in the limited outcrop suggests that a mineralizing event of copper and gold has
intruded into the meta-sedimentary rocks. The nature of the mineralization is
likely to be copper veins and disseminations with associated gold. It is also
possible that magmatic nickel and copper mineralization could be present with
associated platinum group elements within gabbros.
Environmental Liabilities
Management is not aware of any environmental liabilities, which
may have effect on the Company. The Company intends to fully comply with all
environmental regulations.
Recommendations
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
outlining additional diamond drill holes. Drill holes will be prioritized based
on the results of the ground surveys noted above. A proposed $100,000 program is
recommended to complete the entire program including 300 meters of diamond
drilling
Phase 1
Program Proposed Expenditures
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CDN
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Project Management/Staff Costs
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$
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7,500
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Geologists/technicians (mapping, prospecting compilation,
reporting)
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$
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18,000
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Geochemistry - Assaying rock/core (approx.
200 samples)
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$
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6,000
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Field Costs (transportation, accommodation, fuel, etc.)
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$
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7,500
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Trenching
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$
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7,500
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Diamond Drilling 300 meters all inclusive
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$
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42,000
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Subtotal:
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$
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88,500
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Contingency ~ 13%
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$
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11,500
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Phase 1 Total
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$
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100,000
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Subsidiaries
We do not have any subsidiaries.
11
Intellectual Property
We do not own, either legally or beneficially, any patent or
trademark.
REPORTS TO SECURITY HOLDERS
We are not required to deliver an annual report to our
stockholders but will voluntarily send an annual report, together with our
annual audited financial statements upon request. We are required to file
annual, quarterly and current reports, proxy statements, and other information
with the Securities and Exchange Commission. Our Securities and Exchange
Commission filings are available to the public over the Internet at the SECs
website at http://www.sec.gov.
The public may read and copy any materials filed by us with the
SEC at the SECs Public Reference Room at 100 F Street, NE, Washington DC 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The Internet address of the site is http://www.sec.gov.
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 have 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.
12
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.
13
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, 2019 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.
14
OTC Markets has placed a "Shell Risk" identifier on the
Company's page on OTC Markets website.
OTC Markets has placed a "Shell Risk" identifier on the
Company's page on OTC Markets website. The Company is not in agreement that it
is a "Shell Company" as defined in Rule 12b-2 of the Exchange Act due to the
operations conducted by the Company in the past few years in the technology
sector, and that such operations have been more than nominal. If advisable or
beneficial for the Company or its shareholders, the Company may elect to pursue
the appeal process with OTC Markets to have the "Shell Risk" identifier
removed.
Item 1B.
|
Unresolved Staff Comments
|
None.
We do not own any real property. Our principal business offices
are 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.
Item 3.
|
Legal Proceedings
|
Other than as set out below, our company is not a party to any
pending legal proceeding and no legal proceeding is contemplated or threatened
as of the date of this annual report.
Item 4.
|
Mine Safety Disclsures
|
Not applicable.
PART II
Item 5.
|
Market for Common Equity and Related
Stockholder Matters
|
Public Market for Common Stock
Our stock is
quoted on the OTCPink under the symbol WOLV.
Stockholders of Our
Common Shares
As of the date of this annual report, we have 215
registered shareholders.
Stock Option Grants
No stock
options were granted during the year ended May 31, 2019.
Warrants
We have not issued and do not have any outstanding warrants to purchase
shares of our common stock.
15
Dividends
There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:
1.
|
we would not be able to pay our debts as they become due
in the usual course of business; or
|
|
|
2.
|
our total assets would be less than the sum of our total
liabilities plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving the
distribution.
|
We have not declared any dividends, and we do not plan to
declare any dividends in the foreseeable future.
Securities Authorized for Issuance Under Equity Compensation
Plans
On May 28, 2010 our directors approved the adoption of our 2010
Stock Plan which permits our company to issue up to 5,147,250 shares of our
common stock, and 5,147,250 options to acquire shares of common stock, to
directors, officers, employees and consultants of our company upon the grant of
stock or the exercise of stock options granted under the 2010 Plan. All of the
stock options granted under the 2010 Stock Plan have expired unexercised.
Transfer Agent
Our common shares are issued in registered form. Empire Stock
Transfer, Inc. Telephone: (702) 818-5898; Facsimile: (702) 974-1444 is the
registrar and transfer agent for our common shares.
As of September 13, 2019 we have 215 registered stockholders
and 499,970,993 shares of common stock outstanding.
Purchase of Equity Securities by the Issuer and Affiliated
Purchasers
We did not purchase any of our shares of common stock or other
securities during the year ended May 31, 2019.
Recent Sales of Unregistered Securities
On October 18, 2018, we issued 17,000,000 shares of our common
stock for proceeds of $66,328 (CDN $85,000) received in the prior year from a
private placement at a purchase price of $0.004 (CDN $0.005) . 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 October 18, 2018, we issued 6,800,000 shares of our common
stock for proceeds of $25,997 (CDN $34,000) received during the year ended May
31, 2019 in a private placement at a purchase price of $0.004 (CDN $0.005) . We
have issued all of the shares to four (4) 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 October 18, 2018, we issued 21,150,000 shares of our common
stock pursuant to debt settlement agreements with twenty-six (26) individuals.
The deemed price of the shares issued was $0.004 (CDN $0.005) per share. We have
issued all of the shares to twenty-six (26) 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 October 18, 2018, we issued 300,000 shares of our common
stock pursuant to a debt settlement agreements with one individual. The deemed
price of the shares issued was USD $0.004 (CDN $0.005) per share. We have issued
all of the securities to one U.S. person (as that term is defined in Regulation
S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the
Securities Act of 1933.
16
On August 23, 2019, we issued 16,200,000 shares of our common
stock in a private placement at a purchase price of $0.004 (CDN $0.005) raising
gross proceeds of $60,862 (CDN $81,000). We have issued all of the shares to
nine (9) 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 23, 2019, we issued 3,000,000 shares of our common
stock in a private placement at a purchase price of $0.0026 (CDN $0.0035)
raising gross proceeds of $7,885 (CDN $10,500). 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 August 23, 2019, we issued 2,000,000 shares of our common
stock in a private placement at a purchase price of $0.00225 (CDN $0.003)
raising gross proceeds of $4,505 (CDN $6,000). We have issued all of the shares
to one (1) 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 23, 2019 we issued 1,000,000 shares of our common
stock pursuant to debt settlement agreements with one (1) individual. The deemed
price of the shares issued was $0.00375 (CDN $0.005) per share. 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.
On August 23, 2019 we issued 500,000 shares of our common stock
pursuant to debt settlement agreements with one (1) individual. The deemed price
of the shares issued was $0.00225 (CDN $0.003) per share. 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.
Purchase of Equity Securities by the Issuer and Affiliated
Purchasers
Wolverine did not purchase any of our shares of common stock or
other securities during our fourth quarter of our fiscal year ended May 31,
2019.
Item 6.
|
Selected Financial Data
|
As a smaller reporting company, we are not required to
provide the information required by this Item.
Item 7.
|
Managements Discussion and Analysis of
Financial Condition and Results of Operations
|
The following discussion should be read in conjunction with our
audited financial statements and the related notes for the years ended May 31,
2019 and 2018 that appear elsewhere in this annual 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 annual report, particularly in the section entitled Risk Factors
beginning on page 12 of this annual report.
Our audited financial statements are stated in United States
Dollars and are prepared in accordance with United States generally accepted
accounting principles.
Cash Requirements
There is limited historical financial information about us upon
which to base an evaluation of our performance. We 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,
possible delays in the exploration of our properties, and possible cost overruns
due to price and cost increases in services.
17
Over the next twelve months we intend to use any funds that we
may have available to fund our operations and conduct exploration on our
Labrador Claims. We expect to review other potential exploration projects from
time to time as they are presented to us.
Not accounting for our working capital deficit of $235,066
as of May 31, 2019, 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, 2019. 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 until we begin removing and selling
minerals. As we did not have any cash and a working capital deficit in the
amount of $235,066 as of May 31, 2019, we do not have sufficient working capital
to enable us to carry out our stated plan of operation for the next twelve
months. We plan to complete debt financings and/or private placement sales of
our common stock in order to raise the funds necessary to pursue our plan of
operation and to fund our working capital deficit in order to enable us to pay
our accounts payable and accrued liabilities. We currently do not have any
arrangements in place for the completion of any debt financings or private
placement financings and there is no assurance that we will be successful in
completing any debt financing or private placement financing. Our success or
failure will be determined by what we find under the ground.
Plan of Operation
The Plan of Operation for the next 12 months is to raise
$100,000 for the exploration program on the Cache River Property.
As at May 31, 2019, we did not have any cash. We will need to
raise additional financing to fund our exploration program over the next 12
months.
The continuation of our business is dependent upon obtaining
further financing, a successful program of exploration and/or development, and,
finally, 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 May 31, 2020.
Results of Operations for the Years Ended May 31, 2019 and
2018
The following summary of our results of operations should be
read in conjunction with our audited financial statements for the years ended
May 31, 2019 and 2018.
Our operating results for the years ended May 31, 2019 and 2018
are summarized as follows:
18
|
|
Year Ended
|
|
|
|
May 31
|
|
|
|
2019
|
|
|
2018
|
|
Revenue
|
$
|
|
|
$
|
|
|
Operating expenses
|
$
|
(233,526
|
)
|
$
|
(268,594
|
)
|
Other income (expenses)
|
$
|
2,896
|
|
$
|
21,957
|
|
Net loss
|
$
|
(230,630
|
)
|
$
|
(246,637
|
)
|
Revenues
We have not earned any revenues since our inception and we do
not anticipate earning revenues in the near future.
Operating Expenses
Our operating expenses for the years ended May 31, 2019 and
2018 are outlined in the table below:
|
|
Year Ended
|
|
|
|
May 31
|
|
|
|
2019
|
|
|
2018
|
|
General and administrative
|
$
|
233,526
|
|
$
|
268,594
|
|
Mineral exploration costs
|
$
|
-
|
|
$
|
-
|
|
Total expenses
|
$
|
233,526
|
|
$
|
268,594
|
|
The decrease in operating expenses for the year ended May 31,
2019 of $35,068, compared to the same period in fiscal 2018, was mainly due to a
$23,372 decrease in consulting fees, a $2,404 decrease in travel and
entertainment expenses and a $4,074 decrease in professional fees. The decreases
in these expenses were due to a decrease in financing activities.
Liquidity and Financial Condition
Working Capital
|
|
At
|
|
|
At
|
|
|
|
May 31,
|
|
|
May 31,
|
|
|
|
2019
|
|
|
2018
|
|
Current assets
|
$
|
3,592
|
|
$
|
21,094
|
|
Current liabilities
|
|
238,658
|
|
|
198,189
|
|
Working deficit
|
$
|
(235,066
|
)
|
$
|
(177,095
|
)
|
Cash Flows
|
|
Year Ended
|
|
|
|
May 31
|
|
|
|
2019
|
|
|
2018
|
|
Net Cash Used in Operating Activities
|
$
|
(108,071
|
)
|
$
|
(206,185
|
)
|
Net Cash Provided by (Used in) investing activities
|
|
-
|
|
|
-
|
|
Net Cash Provided by Financing Activities
|
|
89,089
|
|
|
225,120
|
|
Net change in cash during period
|
$
|
(18,982
|
)
|
$
|
(18,935
|
)
|
19
Operating Activities
Net cash used in operating activities during the year ended May
31, 2019 was $108,071 compared to $206,185 for the year ended May 31, 2018. The
decrease was primarily a result of decreased operating expenses during year
ended May 31, 2019 as compared to 2018, and an increase of $85,710 in accounts
payables owed to related parties.
Investing Activities
Net cash provided by investing activities during the year ended
May 31, 2019 was $Nil compared to net cash used in investing activities of $Nil
for the year ended May 31, 2018.
Financing Activities
During the year ended May 31, 2019, we received proceeds of
$89,089 from financing activities, which included proceeds from short-term
advances ($2,230), issuance of common shares ($25,997), and share subscriptions
($60,862). During the year ended May 31, 2018, we received proceeds of $225,120
from financing activities, which included proceeds from the issuance of common
shares ($174,742) and share subscriptions ($66,328) offset by the repayment of
short-term advances ($15,950).
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.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our audited 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 managements 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 its
inception on February 23, 2006 and has not yet realized any revenues from its
planned operations. It is primarily engaged in the acquisition and exploration
of mining properties. Mineral property exploration costs are expensed as
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. 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 probable reserve. If
mineral properties are subsequently abandoned or impaired, any capitalized costs
will be charged to operations.
Stock-based Compensation
Our company records stock-based compensation in accordance with
ASC 718, Compensation-Stock Compensation and ASC 505, Equity Based Payments
to Non-Employees, 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.
20
NEW 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.
Item 7A.
|
Quantitative and Qualitative Disclosures
About Market Risk
|
As a smaller reporting company, we are not required to
provide the information required by this Item.
21
Item 8.
|
Financial Statements and Supplementary
Data
|
Our audited financial statements are stated in United States
dollars (US$) and are prepared in accordance with United States generally
accepted accounting principles. The following audited financial statements are
filed as part of this annual report:
22
WOLVERINE TECHNOLOGIES CORP.
May 31, 2019
(Expressed in U.S. dollars)
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors and Shareholders of Wolverine Technologies Corp.:
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Wolverine Technologies
Corp. (the Company) as of May 31, 2019 and 2018, the related statements of
operations, stockholders deficit, and cash flows for each of the years in
the two-year period ended May 31, 2019 and the related notes (collectively
referred to as the financial statements). In our opinion, the financial
statements referred to above present fairly, in all material respects, the
financial position of the Company as of May 31, 2019 and 2018, and the
results of its operations and its cash flows for each of the years in the
two-year period ended May 31, 2019, in conformity with accounting principles
generally accepted in the United States of America.
Explanatory Paragraph Regarding Going Concern
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 1 to the financial statements, the Company has never generated
revenues, is unlikely to generate earnings in the immediate or foreseeable
future, has suffered recurring losses from operations and has a net capital
deficiency, all of which raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on the
Companys financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of
the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. As part of our audits, we are required to
obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express
no such opinion.
Our audits included performing procedures to assess the
risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such
procedures included examining on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis
for our opinion.
/s/ Sadler, Gibb & Associates, LLC
We have served as the Companys auditor since 2018.
Salt Lake City, UT
September 13, 2019
F-1
WOLVERINE TECHNOLOGIES CORP.
Balance Sheets
(Expressed in U.S. dollars)
|
|
May 31,
2019
$
|
|
|
May 31,
2018
$
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
-
|
|
|
18,982
|
|
Other receivable
|
|
3,592
|
|
|
2,112
|
|
|
|
|
|
|
|
|
Total Assets
|
|
3,592
|
|
|
21,094
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
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Current Liabilities
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Accounts payable and accrued liabilities
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191,901
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171,812
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Short term debt - related parties (Note 3)
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46,757
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26,377
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Total Liabilities
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238,658
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198,189
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Stockholders' Deficit
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Common stock, 500,000,000 shares authorized, $0.001 par value
477,270,993 and 432,020,993 shares issued and outstanding at May 31,
2019 and May 31, 2018, respectively
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477,271
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432,021
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Subscriptions received
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60,862
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66,328
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Additional paid-in capital
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5,238,347
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5,105,472
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Accumulated deficit
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(6,011,546
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)
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(5,780,916
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)
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Total Stockholders' Deficit
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(235,066
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)
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(177,095
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)
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Total Liabilities and Stockholders' Deficit
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3,592
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21,094
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(The accompanying notes are an integral part of these financial statements.)
WOLVERINE TECHNOLOGIES CORP.
Statements of Operations
(Expressed in U.S. dollars)
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Year
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Year
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Ended
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Ended
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May 31,
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May 31,
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2019
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2018
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$
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$
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Operating Expenses
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General and administrative
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233,526
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268,594
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Total Operating Expenses
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233,526
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268,594
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Net Loss Before Other Expenses
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(233,526
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)
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(268,594
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)
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Other Income (Expense)
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Interest income (expense)
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-
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(1,991
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)
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Foreign exchange gain (loss)
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3,516
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(13,095
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)
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Gain on extinguishment of liabilities
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2,466
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-
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Gain (loss) on settlement of debt
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(3,086
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)
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37,043
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Net Loss
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(230,630
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)
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(246,637
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)
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Net Loss Per Common Share, Basic and Diluted
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(0.00
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)
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(0.00
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)
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Weighted Average Common Shares Outstanding, Basic and Diluted
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473,292,774
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382,339,623
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(The accompanying notes are an integral part of these financial statements.)
WOLVERINE TECHNOLOGIES CORP.
Statements of Stockholders' Deficit
For the years ended May 31, 2019 and 2018
(Expressed in U.S. dollars)
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Additional
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Subscriptions
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Paid-in
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Accumulated
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Shares
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Amount
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Received
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Capital
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Deficit
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Total
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#
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$
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$
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$
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$
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$
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Balance, May 31, 2017
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346,520,993
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346,521
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26,798
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4,882,331
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(5,534,279
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)
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(278,629
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)
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Common stock subscribed for cash
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-
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-
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66,328
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-
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-
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66,328
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Common stock issued for cash
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49,800,000
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49,800
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(26,798
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)
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151,741
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-
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174,743
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Common stock issued to settle debt
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31,700,000
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31,700
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-
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63,400
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-
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95,100
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Common stock issued to settle related party debt
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4,000,000
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4,000
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-
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8,000
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-
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12,000
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Net loss for the period
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-
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-
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-
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-
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(246,637
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)
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(246,637
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)
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Balance, May 31, 2018
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432,020,993
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432,021
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66,328
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5,105,472
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(5,780,916
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)
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(177,095
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)
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Common stock subscribed for cash
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-
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-
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60,862
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-
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-
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60,862
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Common stock issued for cash
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6,800,000
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6,800
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-
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19,197
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-
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25,997
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Common stock issued for subscription payable
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17,000,000
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17,000
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(66,328
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)
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49,328
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-
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-
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Common stock issued to settle debt
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21,450,000
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21,450
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-
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64,350
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-
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85,800
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Net loss for the period
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-
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-
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-
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-
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(230,630
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)
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(230,630
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)
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Balance, May 31, 2019
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477,270,993
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477,271
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60,862
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5,238,347
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(6,011,546
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)
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(235,066
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)
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(The accompanying notes are an integral part of these financial statements.)
WOLVERINE TECHNOLOGIES CORP.
Statements of Cash Flows
(Expressed in U.S. dollars)
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Year
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Year
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Ended
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Ended
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May 31,
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May 31,
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2019
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2018
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$
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$
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Operating Activities
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Net loss
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(230,630
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)
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(246,637
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Gain on extinguishment of debt
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(2,466
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)
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-
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Loss (gain) on settlement of debt
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3,086
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(37,043
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)
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Loss on foreign exchange
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-
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13,095
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Changes in operating assets and liabilities:
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Other receivable
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(1,480
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)
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(434
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)
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Accounts payable
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48,969
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76,094
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Accounts payable - related parties
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74,450
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(11,260
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)
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Net Cash Used in Operating Activities
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(108,071
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)
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(206,185
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)
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Financing Activities
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Proceeds from issuance of common stock
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25,997
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174,742
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Proceeds from common stock subscriptions
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60,862
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66,328
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Short term advances
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2,230
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(15,950
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)
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Net Cash Provided by Financing Activities
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89,089
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225,120
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Increase (decrease) in Cash
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-
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18,935
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Cash, Beginning of Period
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18,982
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47
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Cash, End of Period
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-
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18,982
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Non-cash Investing and Financing Activities:
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Payments made by shareholders on behalf of Company
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3,302
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7,099
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Shares issued to settle accounts payable
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85,800
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95,100
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Shares issued to settle related party accounts payable
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-
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12,000
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Stocks issued for prior year subscriptions
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66,328
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26,798
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Supplemental Disclosures:
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Interest paid
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-
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-
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Income taxes paid
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-
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-
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|
(The accompanying notes are an integral part of these financial statements.)
1. Organization and basis of presentation
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. Effective August 12, 2015, the Company changed its name from Wolverine Exploration Inc. to Wolverine Technologies Corp.
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 plans to raise financing of debt or equity. 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. At May 31, 2019, the Company has a working capital deficiency of $235,066 and has accumulated losses of $6,011,546 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.
2. Summary of Significant Accounting Pronouncements
a) Basis of Presentation
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company's fiscal year-end is May 31.
b) Use of Estimates
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 reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
d) Mineral Property Costs
The Company has been in the exploration stage since its inception on February 23, 2006, and has not yet realized any revenues from its planned operations. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. The Company assesses the carrying costs for impairment under ASC 360, "Property, Plant, and Equipment" at each fiscal quarter end. 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 probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
e) Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Income Taxes". The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Uncertain tax positions are recognized in the financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision. There are currently no unrecognized tax benefits that if recognized would affect the tax rate. There was $0 of interest and penalties recognized for the year ended May 31, 2019 (2018 - $1,991).
f) Foreign Currency Translation
The Company's functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted ASC 830, "Foreign Currency Translation Matters". Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
g) Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation" and ASC 505, "Equity Based Payments to Non-Employees", 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.
h) Earnings (Loss) Per Share
The Company computes earnings (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. At May 31, 2019 and 2018, the Company had no dilutive shares outstanding.
i) Financial Instruments and Fair Value Measures
ASC 820, "Fair Value Measurements and Disclosures", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
F-7
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company's financial instruments consist principally of cash, accounts receivable, accounts payable and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
j) Comprehensive Income
ASC 220, "Comprehensive Income", establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at May 31, 2019 and 2018, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
k) 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 year ended May 31, 2019, the Company incurred consulting fees of $30,344 (2018 - $31,325) to a company controlled by the President of the Company.
(b) During the year ended May 31, 2019, the Company incurred consulting fees of $25,506 (2018 - $35,350) to a Director of the Company.
(c) As at May 31, 2019, the Company owes $38,918 (May 31, 2018 - $17,814) to a company controlled by the President of the Company, which is non-interest bearing, unsecured and due on demand.
(d) As at May 31, 2019, the Company owes $7,839 (May 31, 2018 - $8,563) to a Director of the Company, which is non-interest bearing, unsecured and due on demand.
(e) On February 14, 2018, the Company issued 4,000,000 shares of common stock with a fair value of $12,000 to settle Cdn$20,000 ($15,938) of amounts owing to a company controlled by the President of the Company, resulting in a gain on settlement of debt of $3,938.
4. Common Stock
Stock transactions during the year ended May 31, 2019:
(a) During
the year ended May 31, 2019, the Company issued 21,450,000 shares of common stock with a fair value of $85,800 to settle accounts payable of $82,714, resulting in a loss on settlement of $3,086.
(b) During
the year ended May 31, 2019, , the Company issued 6,800,000 shares of common stock pursuant to a private placement at Cdn$0.005 per share for proceeds of $25,997 (Cdn$34,000).
(c) During the year ended May 31, 2019, the Company issued 17,0000,000 shares of
common stock pursuant to a private placement at Cdn$0.005 per share for
proceeds of Proceeds of $66,328 (Cdn$85,000) which were received during the
year ended May 31, 2018.
(d) During the year ended May 31, 2019, the Company received cash proceeds of
$60,862 (Cdn$81,000) relating to share subscriptions. The shares were unissued at May 31, 2019 and the amounts received for these shares have been
reflected in stock subscriptions received in the balance sheet. On August
23, 2019, the Company issued the subscribers 16,200,000 shares of common
stock as described in Note 9(a).
Stock transactions during the year ended May 31, 2018:
a) On February 14, 2018, the Company issued 31,700,000 shares of common stock with a fair value of $95,100 to settle accounts payable of $128,205, resulting in a gain on settlement of $33,105.
b) On February 14, 2018, the Company issued 4,000,000 shares of common stock with a fair value of $12,000 to settle related party accounts payable of $15,938 (Cdn$20,000), resulting in a gain on settlement of $3,938.
c) On February 14, 2018, the Company issued 5,000,000 shares of common stock pursuant to a private placement at $0.005 per share for proceeds of $25,000.
d) On February 14, 2018, the Company issued 33,200,000 shares of common stock pursuant to a private placement at Cdn$0.005 per share for proceeds of $130,833 (Cdn$166,000). Proceeds of $26,798 (Cdn$36,000) which were received during the year ended May 31, 2017.
At May 31, 2019 and 2018, the Company had no dilutive shares, or common stock equivalents.
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 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.
At May 31, 2019 and 2018, the Company had no outstanding or exercisable stock options.
6. Commitments
(a) On January 31, 2007, the Company entered into a consulting agreement with a company whereby it has agreed to pay $7,600 (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 May 31, 2019, the Company has not issued a bonus. During the year ended May 31, 2019, the Company recorded consulting fees of $90,763 (Cdn$120,000). During the year ended May 31, 2018, the Company recorded consulting fees of $123,320 (Cdn$157,500), which included $93,974 (Cdn$120,000) of consulting fees under the above agreement, and additional consulting fees of $29,256 due to an increase in financing activities (Cdn$37,500) for the year ended May 31, 2018.
(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 Director's 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 of the date of this filing, the agreement has not yet closed.
7. Debt Extinguishment
During the year ended May 31, 2019, the Company recorded a gain on extinguishment of debt of $2,466 upon the extinguishment of $2,466 of liabilities included in accounts payable for which the Company was legally given relief from.
8. Income Taxes
The Company has net operating losses carried forward of
$4,082,477 available to offset taxable income in future years which expires beginning in fiscal 2027. Under section 382 of the Internal Revenue Code such a change in control negates much of the tax loss carry forward and deferred income tax. The Company is subject to examination by the IRS for tax years 2014 to 2019. The Company is also subject to income tax in Canada.
The Company was subject to United States federal and state income taxes at an approximate rate of 21% for the years ended May 31, 2019 and 2018.
The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company's income tax expense as reported is as follows:
|
|
2019
$
|
|
|
2018
$
|
|
Income tax recovery at statutory rate
|
|
(48,432
|
)
|
|
(51,794
|
)
|
Valuation allowance change
|
|
(48,432
|
)
|
|
(51,794
|
)
|
Provision for income taxes
|
|
-
|
|
|
-
|
|
The significant components of deferred income tax assets and liabilities at May 31, 2019 and 2018, are as follows:
|
|
2019
$
|
|
|
2018
$
|
|
Mineral property costs
|
|
299,971
|
|
|
299,971
|
|
Net operating losses carried forward
|
|
857,320
|
|
|
808,888
|
|
Gross deferred income tax assets
|
|
1,157,291
|
|
|
1,108,859
|
|
Valuation allowance
|
|
(1,157,291
|
)
|
|
(1,108,859
|
)
|
Net deferred income tax asset
|
|
-
|
|
|
-
|
|
9. Subsequent events
(a) On August 23, 2019, the Company issued 16,200,000 shares of common stock pursuant to a private placement for cash proceeds of $60,862 (Cdn$81,000) received during the year ended May 31, 2019.
(b) On August 23, 2019, the Company issued 5,000,000 shares of common stock pursuant to a private placement for cash proceeds of
$12,390 (Cdn$16,500) received subsequent to May 31, 2019.
(c) On August 23, 2019, the Company issued 1,500,000 shares of common stock to settle accounts payable of
$4,878 (Cdn$6,500).
(d) Subsequent to May 31, 2019, the Company received cash proceeds of $43,500 for the issuance of 19,333,334 common shares. As of the date of these financial statements the shares had yet to be issued.
Item 9.
|
Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
|
There were no disagreements related to accounting principles or
practices, financial statement disclosure, internal controls or auditing scope
or procedure during the two fiscal years and interim periods.
Item 9A (T).
|
Controls and Procedures
|
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in
Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms and that such
information is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with
the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of May 31, 2019. Based on the evaluation
of these disclosure controls and procedures, and in light of the weaknesses
identified below, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were not effective.
Managements Report on Internal Control over Financial
Reporting
Our management is responsible for establishing and maintaining
effective internal control over financial reporting. Under the supervision of
our Chief Executive Officer and Chief Financial Officer, the Company conducted
an evaluation of the effectiveness of our internal control over financial
reporting as of May 31, 2019 using the criteria established in Internal
ControlIntegrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
A material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the Companys annual or
interim financial statements will not be prevented or detected on a timely
basis. In its assessment of the effectiveness of internal control over financial
reporting as of May 31, 2019, the Company determined that there were significant
deficiencies that constituted material weaknesses, as described below.
(1)
|
lack of a functioning audit committee and lack of a
majority of outside directors on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures;
|
|
|
(2)
|
inadequate segregation of duties consistent with control
objectives;
|
|
|
(3)
|
insufficient written policies and procedures for
accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and
|
|
|
(4)
|
ineffective controls over period end financial disclosure
and reporting processes.
|
35
Management is currently evaluating remediation plans for the
above control deficiencies.
In light of the existence of these control deficiencies,
management concluded that there is a reasonable possibility that a material
misstatement of the annual or interim financial statements will not be prevented
or detected on a timely basis by the Companys internal controls.
As a result, management has concluded that the Company did not
maintain effective internal control over financial reporting as of May 31, 2019
based on criteria established in Internal ControlIntegrated Framework (2013)
issued by COSO.
This Annual Report does not include an attestation report of
the Companys registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Companys registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management's report in this annual
report.
Changes in Internal Control
During the year ended May 31, 2019 there were no changes in our
internal control over financial reporting that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Item 9B.
|
Other Information
|
None
PART III
Item 10.
|
Directors, Executive Officers and Corporate
Governance
|
All of the directors of our company hold office until the next
annual meeting of the stockholders or until their successors have been elected
and qualified. Our officers are appointed by our board of directors and hold
office until their death, resignation or removal from office. Our directors and
executive officers, their ages, positions held, and duration as such, are as
follows:
36
Name
|
Position Held with the Company
|
Age
|
Date First Elected
or
Appointed
|
Richard Haderer
|
President, Chief Executive Officer, Chief
Financial Officer and Director
|
55
|
April 13, 2015
|
Luke Rich
|
Vice President, Exploration and
Business
Development and Director
|
54
|
June 14, 2010
|
David Ian Chalk
|
Director
|
60
|
April 13, 2015
|
Business Experience
The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he was employed.
Richard Haderer
Mr. Haderer has worked as a regulatory consultant for Wolverine
since February of 2006. Mr. Haderer has been President of PubCo Services Inc.
since April 1996. PubCo Services Inc. provides regulatory consulting services to
publicly traded companies. Mr. Haderer has also served as a director and officer
of several publicly traded companies. From November 1989 to April 1996, Mr.
Haderer worked as a Listing Analyst with the Alberta Stock Exchange (now the TSX
Venture Exchange).
Luke Rich
Mr. Rich is a member of the Innu Nation and Mushuau Innu First
Nations and is a former VP of the Innu Nation. Prior to joining Wolverine, Mr.
Rich was also Co-CEO of the Innu Development Limited Partnership (IDLP) from
October 2007 to April 2010. IDLP participated in the construction of the mine
and mill for the Voisey Bay Nickel Project. Mr. Rich is also a board member of
various IDLP owned companies including Innu Mikun Airlines, Innu Keiwit
Constructor LP and the Innu/SNC Lavalin Partnership.
Dr. David Chalk
Dr. Chalk is a pioneer in the technology industry having
created Doppler Computers and Chalk Media Inc. which was sold to Research in
Motion, now Blackberry, in 2009. Dr. Chalk has also received numerous awards for
his many innovations in the business and technology worlds. Among his many
accolades, Dr. Chalk has received an Honorary Doctorate of Technology from the
University of Fraser Valley, Ernst and Youngs Entrepreneur Award also industry
leading awards for software development in the mobility, security and education
and digital video fields.
Family Relationships
There are no family relationships among our directors or
officers.
Involvement in Certain Legal Proceedings
Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:
37
1.
|
any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that
time;
|
|
|
2.
|
any conviction in a criminal proceeding or
being subject to a pending criminal proceeding (excluding traffic
violations and other minor offences);
|
|
|
3.
|
being subject to any order, judgment, or
decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; or
|
|
|
4.
|
being found by a court of competent
jurisdiction (in a civil action), the Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended, or
vacated.
|
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors and persons who own more than 10% of our
common stock to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common stock and other equity
securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and
greater than 10% shareholders are required by the SEC regulations to furnish us
with copies of all Section 16(a) reports that they file.
Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended May 31, 2019 all filing requirements applicable to
our officers, directors and greater than 10% percent beneficial owners were
complied with.
Audit Committee and Audit Committee Financial Expert
We do not have an audit committee; our entire board of
directors performs the function of an audit committee. Our board of directors
has determined that it does not have a member that qualifies as an "audit
committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K,
and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A
under the Securities Exchange Act of 1934, as amended.
We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements. We
believe that retaining an independent director who would qualify as an "audit
committee financial expert" would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated any material revenues to date. In addition, we
currently do not have nominating, compensation or audit committees or committees
performing similar functions nor do we have a written nominating, compensation
or audit committee charter. Our board of directors does not believe that it is
necessary to have such committees because it believes the functions of such
committees can be adequately performed by our board of directors.
Code of Ethics
We adopted a Code of Ethics applicable to all of our directors,
officers, employees and consultants, which is a "code of ethics" as defined by
applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our
registration statement on Form S-1 filed on July 15, 2008. If we make any
amendments to our Code of Ethics other than technical, administrative, or other
non-substantive amendments, or grant any waivers, including implicit waivers,
from a provision of our Code of Ethics to our chief executive officer, chief
financial officer, or certain other finance executives, we will disclose the
nature of the amendment or waiver, its effective date and to whom it applies in
a Current Report on Form 8-K filed with the SEC.
38
Item 11.
|
Executive Compensation
|
The particulars of the compensation paid to the following
persons:
|
our principal executive officer;
|
|
|
|
each of our two most highly compensated
executive officers who were serving as executive officers at the end of
the years ended May 31, 2019 and 2018; and
|
|
|
|
up to two additional individuals for whom
disclosure would have been provided under (b) but for the fact that the
individual was not serving as our executive officer at the end of the
years ended May 31, 2019 and 2018,
|
who we will collectively refer to as the named executive
officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer,
other than our principal executive officers, whose total compensation did not
exceed $100,000 for the respective fiscal year:
SUMMARY COMPENSATION
TABLE
|
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)*
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensati
on
($)
|
Total
($)
|
Richard Haderer
Chief Executive
Officer, Chief
Financial Officer
and
Director)
|
2019
2018
|
$30,344
$31,325
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
$30,344
$31,325
|
Stock Options/SAR Grants
During the period from inception (February 23, 2006) to May 31,
2015, we granted 1,000,000 stock options with an exercise price of $0.14 per
share and an expiry date of May 28, 2015 to our executive officer. On September
9, 2011 the exercise price of the stock options was amended to $0.05 per share.
The stock options expired unexercised on May 28, 2015.
39
Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Values
There were no options exercised during our fiscal year ended
May 31, 2019 or May 31, 2018 by any officer or director of our company.
Compensation of Directors
We reimburse our directors for expenses incurred in connection
with attending board meetings. We have not paid any director's fees or other
cash compensation for services rendered as a director since our inception to May
31, 2019.
We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director. No director received
and/or accrued any compensation for their services as a director, including
committee participation and/or special assignments.
Employment Contracts and Termination of Employment and
Change in Control Arrangements
We have not entered into any employment agreement or consulting
agreement with our directors and executive officers. Consulting fees of
CDN$40,000 per year are paid or accrued to PubCo Services Inc, a company
controlled by Richard Haderer, CEO, CFO and a director of the Company.
Consulting fees are paid or accrued on a quarterly basis to David Chalk, a
director of the Company. During the year ended May 31, 2019, the Company paid
$34,000 to David Chalk for consulting fees. The amount of consulting fees paid
or accrued to Mr. Chalk are based on Mr. Chalks time commitment.
There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive stock options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of our board of directors.
We have no plans or arrangements with respect to remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.
Item 12.
|
Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
|
The following table sets forth, as of September 13, 2019,
certain information with respect to the beneficial ownership of our common stock
by each stockholder known by us to be the beneficial owner of more than 5% of
our common stock and by each of our current directors and executive officers.
Each person has sole voting and investment power with respect to the shares of
common stock, except as otherwise indicated. Beneficial ownership consists of a
direct interest in the shares of common stock, except as otherwise indicated.
40
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percentage
of
Class(1)
|
Richard Haderer
103 Huntcroft Place NE
Calgary,
Alberta T2K 4E6
|
12,030,000
|
2.4%
|
Luke Rich
P.O. Box 65
Natuashish, NL A0P1A0
|
1,125,140
|
0.2%
|
David Ian Chalk
20629 86A Ave
Langley,
British Columbia V1M 3X3
|
700,000
|
0.1%
|
Matthew Chan
7010 Union Street
Burnaby,
British Columbia V5A 1H9
|
49,000,000
|
9.8%
|
Directors and Officers as a Group
|
13,855,140
|
2.8%
|
(1)
|
Under Rule 13d-3, a beneficial owner of a security
includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i)
voting power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose or
direct the disposition of shares. Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as
shown in this table does not necessarily reflect the persons actual
ownership or voting power with respect to the number of shares of common
stock actually outstanding on September 13, 2019. As of September 13,
2019, there were 499,970,993 shares of our companys common stock issued
and outstanding.
|
Changes in Control
We are unaware of any contract or other arrangement or
provisions of our Articles or Bylaws the operation of which may at a subsequent
date result in a change of control of our company. There are not any provisions
in our Articles or Bylaws, the operation of which would delay, defer, or prevent
a change in control of our company.
Item 13.
|
Certain Relationships and Related
Transactions, and Director Independence
|
Except as disclosed herein, there have been no transactions or
proposed transactions in which the amount involved exceeds the lesser of
$120,000 or one percent of the average of our total assets at year-end for the
last three completed fiscal years in which any of our directors, executive
officers or beneficial holders of more than 5% of the outstanding shares of our
common stock, or any of their respective relatives, spouses, associates or
affiliates, has had or will have any direct or material indirect interest.
41
Director Independence
We currently act with three directors, Mr. Richard Haderer, Mr.
Luke Rich and Mr. David Chalk. We have determined that we do not have a director
that qualifies as an independent director as defined in NASDAQ Marketplace
Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating
committee, but our entire board of directors act in such capacity. We believe
that our directors are capable of analyzing and evaluating our financial
statements and understanding internal controls and procedures for financial
reporting. Our directors do not believe that it is necessary to have an audit
committee because we believe that the functions of an audit committee can be
adequately performed by the board of directors. In addition, we believe that
retaining additional independent directors who would qualify as an audit
committee financial expert would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development.
Item 14.
|
Principal Accountants Fees and Services
|
The aggregate fees billed for the most recently completed
fiscal years ended May 31, 2019 and 2018 for professional services rendered by
the principal accountant for the audit of our annual financial statements and
review of the financial statements included in our quarterly reports on Form
10-Q and services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for these fiscal periods
were as follows:
|
Year Ended
May 31
|
|
2019
($)
|
2018
($)
|
Audit Fees Sadler, Gibb & Associates, LLC
Audit Fees MaloneBailey LLP
|
$16,000
Nil
|
$7,500
$7,500
|
Audit Related Fees
|
Nil
|
Nil
|
Tax Fees
|
Nil
|
Nil
|
All Other Fees
|
Nil
|
Nil
|
Total
|
$16,000
|
$15,000
|
Our board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.
Our board of directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.
42
PART IV
Item 15.
|
Exhibits, Financial Statement Schedules
|
Exhibits required by Item 601 of Regulation
S-K
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
|
|
|
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
|
43
Exhibit
|
|
Number
|
Description
|
* Filed herewith.
44
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, thereto duly authorized.
|
WOLVERINE TECHNOLOGIES CORP.
|
|
(Registrant)
|
|
|
|
|
Dated: September 13, 2019
|
/s/ Richard Haderer
|
|
Richard Haderer
|
|
President, Chief Executive Officer, Chairman
|
|
and Director
|
|
(Principal Executive Officer)
|
|
|
|
|
Dated: September 13, 2019
|
/s/ Richard Haderer
|
|
Richard Haderer
|
|
Chief Financial Officer and Director
|
|
(Principal Financial Officer and Principal
|
|
Accounting Officer)
|
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
|
WOLVERINE TECHNOLOGIES CORP.
|
|
(Registrant)
|
|
|
|
|
Dated: September 13, 2019
|
/s/ Richard Haderer
|
|
Richard Haderer
|
|
President, Chief Executive Officer, Chairman
|
|
and Director
|
|
(Principal Executive Officer)
|
|
|
|
|
Dated: September 13, 2019
|
/s/ Richard Haderer
|
|
Richard Haderer
|
|
Chief Financial Officer and Director
|
|
(Principal Financial Officer and Principal
|
|
Accounting Officer)
|
|
|
|
|
Dated: September 13, 2019
|
/s/ Luke Rich
|
|
Luke Rich
|
|
Director
|
|
|
|
|
Dated: September 13, 2019
|
/s/ David Chalk
|
|
David Chalk
|
|
Director
|
45
Wolverine Resources (PK) (USOTC:WOLV)
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From Aug 2024 to Sep 2024
Wolverine Resources (PK) (USOTC:WOLV)
Historical Stock Chart
From Sep 2023 to Sep 2024