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:
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778.297.4409
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Securities registered pursuant to Section 12(b) of the Act:
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:
N/A
(Title of class)
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 [ ]
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Smaller reporting company [X]
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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, 2015 was $2,870,158 based on a market price of $0.01
(per share. For purposes of this computation, all executive officers and
directors have been deemed to be affiliates. Such determination should not be
deemed to be an admission that such executive officers and directors are, in
fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest practicable date.
315,170,993 shares of common stock issued &
outstanding as of August 29, 2016.
DOCUMENTS INCORPORATED BY REFERENCE
None.
2
TABLE OF CONTENTS
3
PART I
Item
1.
Business
This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
Our financial statements are stated in United States Dollars
(US$) 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 $34,000.00, an upfront share payment of 34,000,000
common shares of Wolverine, and by making exploration expenditure commitments
totaling $600,000.00 over three years. From 2007 to the present, we spent
approximately US$710,757 to earn our 90% interest in the Cache River Property;
Shenin Resources Inc. maintains a 10% carried interest in the project.
We have not yet determined whether the Cache River Property
contain mineral reserves that are economically recoverable.
Enigma Mobil Transaction
In the fall of 2013, due to ongoing stagnation in the
commodities sector, our management began identifying opportunities to increase
shareholder value through merger and acquisition. On September 5, 2013 Wolverine
entered into a Letter of Intent with the cyber security corporation ENIGMAMobil
Inc. (Enigma) to acquire a 25% interest in Enigma for a cash payment of
$10,000,000, however the transaction was not completed. On January 22, 2014, we
entered into an Amended Letter of Intent with Enigma to acquire a 25% interest
in Enigma for the purchase price of $5,000,000 to be paid with $3,000,000 shares
of our common stock at a deemed price of $0.01 per share and $2,000,000 in cash.
The LOI expired on June 30, 2014.
On April 14, 2015 Wolverine entered into a Share Exchange and
Royalty Agreement with Enigma and Dr. David Chalk pursuant to which Wolverine is
seeking to acquire from Dr. Chalk 25% of the issued and outstanding securities of Enigma. for the purchase price of USD $3,000,000,
to be paid by the issuance of 300,000,000 common shares of Wolverine at a deemed
price of USD$0.01 per share. Dr. Chalk is a Director of Enigma.
4
Enigma is a private corporation incorporated in the Province of
Alberta on September 6, 2013. Enigmas operations are based in Vancouver,
British Columbia. Enigma is engaged in the business of developing security
applications for cyber systems focusing on the mobile smartphone markets. Under
the terms of the Share Exchange and Royalty Agreement, Wolverine will also
receive a royalty equal to 25% of gross revenue received by Enigma from the
exploitation of Enigmas planned Enigma SECURE mobile security application for
the protection against unauthorized computer intrusion and fraud on wireless
devices and mobile smartphones.
The closing of the Share Exchange and Royalty Agreement is
subject to Enigma completing a financing of USD$2,500,000, and to Wolverine
increasing its authorized capital of common stock to allow for the issuance of
the 300,000,000 consideration shares. As at the date of this 10-K, neither the
contemplated financing nor the authorized capital increase has been completed,
and the Share Exchange and Royalty Agreement has not closed. However, if the
agreement were to close, based on the number of the Companys current issued and
outstanding shares, Enigma would acquire in excess of 51% of the Companys
voting securities, resulting in Wolverine becoming a majority owned subsidiary
of Enigma.
The Enigma SECURE application is not yet commercially
available and remains in development. The application is built using
proprietary, patent protected fifth generation programming language (5GL) and is
compatible with Apple iOS, Android and Blackberry operating systems. As of the
date of this 10-K, third party testing of the application has been completed and
Wolverine anticipates that the application will be available for commercial
download within 10 months following completion of the USD$2,500,000 private
placement contemplated by the Share Exchange and Royalty Agreement.
The Share Exchange and Royalty Agreement may be terminated if
the transaction does not close by December 31, 2016, unless extended by mutual
agreement of the parties.
Significant Acquisitions and Dispositions
Eureka Project Claims
On June 11, 2013, we entered into an Agreement with 0969015
B.C. Ltd (0969015) to acquire the Eureka Project Claims located in the. Under
the terms of the Agreement Wolverine issued 35,000,000 shares of common stock to
0969015 at a fair value of $0.01 per share as full consideration for the
acquisition of the Eureka Project Claims.
We have been unable to complete any exploration on the Eureka
Project Claims other than a prospecting program conducted in August of 2013. As
a result all of the claims have lapsed.
On August 9, 2014 a total of 17,500,000 common shares issued
pursuant to the acquisition of the Eureka Project Claims were cancelled.
Cache River Property
On February 28, 2007, we entered into a vend-in agreement with
Shenin Resources Inc.(Shenin), a private Canadian corporation, for the
purchase of a 90% interest 516 mineral claims located in Labrador Canada. The
purchase price paid to Shenin was $374,000 satisfied by the issuance of
34,000,000 shares of our common stock at a fair value of $0.01 per share and a
note payable of $34,000. Under the terms of the vend-in agreement we are
required to incur the following expenditures on the claims: (i) CDN $150,000 on
or before March 1, 2008; (ii) CDN $200,000 on or before March 1, 2009, and (iii)
CDN $250,000 on or before March 1, 2010; provided that (iv) any excess amount
spent in one year may be carried forward and applied towards fulfillment of the
expenditure required in the later year. Shenin has also granted our company a
first right of refusal to purchase a 90% interest in all further property in
Labrador Canada that Shenin may obtain an interest in from time to time.
On May 17, 2007, we acquired six mineral claims which are
contiguous to the Shenin Claims for $321 from Richard Haderer, a consultant of
Wolverine.
5
Subsequent to the vend-in agreement, Richard Haderer, a
consultant of Wolverine, staked twenty-four (24) additional mineral claims on
behalf of Wolverine. The staking costs for these additional claims was Cdn
$1,440 and the additional claims are contiguous to the 516 claims acquired
pursuant to the vend-in agreement.
On August 27, 2009 we signed an amending agreement with Shenin
which waives all of the remaining work commitments required under the vend-in
agreement subject to us incurring sufficient exploration expenditures on the
claims to keep them in good standing with the Province of Newfoundland and
Labrador. From 2007 to the present, we spent approximately US$710,757 to earn
our 90% interest in the Cache Creek Property
In March of 2010, as a result of the exploration carried out to
date, Wolverine reduced the number of claims by 128 in order to concentrate its
exploration efforts on the claims with anomalous mineralization.
In June of 2010, Ed Montague, transferred 37 claims to
Wolverine which had been staked on behalf of Wolverine.
We subsequently downsized the consolidated Cache River claims
to a single mineral license 013472M comprising 6 claims or 150 hectares.
Our Current Business
We are an exploration stage mining company engaged in the
identification, acquisition, and exploration of metals and minerals with a focus
on base and precious metals. Our current operational focus is to raise
sufficient funds to continue exploration activities on our property in Labrador,
Canada, known as the Cache River Property. We expect to review other potential
exploration projects from time to time as they are presented to us.
Concurrent with our exploration activities we will continue to
evaluate opportunities to diversify our business through merger or acquisition,
and to assist Enigma to raise the $2,500,000 in financing required to complete
our reverse acquisition pursuant to the Share Exchange and Royalty
Agreement.
Our business is conducted by independent contractors which
include our officers and directors, among others. As of May 31, 2016 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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Investigation of joint venture opportunities or other financing mechanisms
to provide funding for continuing exploration of our mineral properties and
for our transaction with Enigma.
We have suffered recurring losses from operations and
anticipate generating loses 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.
6
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.
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).
7
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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05-17-2017
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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.
8
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 ten year renewal fee of $50.00 per claim is due on May 17, 2017.
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.
9
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.
10
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. Plans are underway to conduct
an additional drill program to test the strongest areas later this spring.
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.
11
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
-15
o
C to -35
o
C and occasionally fall to below
-42
o
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. A budget estimate of $30,000 should
suffice to complete the recommended prospecting and assaying of samples as well
as a limited trenching program if required. This budget would also cover costs
associated with the required site visit. Further diamond drilling will be
dependent on results of the recommended work program.
Phase 1 Program
Proposed Expenditures
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$CDN
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Project Management/Staff Costs
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3,500
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Geologists/technicians (mapping, prospecting compilation,
reporting) 8,000
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8,000
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Geochemistry - Assaying rock (approx. 100
samples)
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3,000
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Field Costs (transportation, accommodation, fuel, etc.)
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3,500
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Trenching
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8,500
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Subtotal:
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26,500
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Contingency ~
15%
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3,500
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Phase 1 Total
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30,000
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Subsidiaries
We do not have any subsidiaries.
12
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
.
Item
1A. Risk Factors
Much of the information included in this annual report includes
or is based upon estimates, projections or other forward looking statements.
Such forward looking statements include any projections and estimates made by us
and our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.
Such estimates, projections or other forward looking
statements involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other forward looking statements.
If we do not obtain additional financing, the business plan
will fail.
Our current operating funds are insufficient to complete the
next phases of our proposed exploration program on our Labrador mineral claims.
We will need to obtain additional financing in order to complete our business
plan and our proposed exploration program. Our business plan calls for
significant expenses in connection with the exploration of the Labrador Claims.
We have not made arrangements to secure any additional financing.
Because we have only recently commenced business operations,
we face a high risk of business failure and this could result in a total loss of
your investment.
We recently begun the initial stages of exploration of the
Labrador Claims, and thus has no way to evaluate the likelihood whether our
company will be able to operate our business successfully. Our Company was
incorporated on February 23, 2006 and to date we have been involved primarily in
organizational activities, obtaining financing and preliminary exploration of
the Labrador Claims. We have not earned any revenues and we have never achieved
profitability as of the date of this annual report. Potential investors should
be aware of the difficulties normally encountered by new mineral exploration
companies and the high rate of failure of such enterprises. The likelihood of
success must be considered in the light of problems, expenses, difficulties,
complications and delays encountered in connection with the exploration of the
mineral properties that our company plans to undertake. These potential problems
include, but are not limited to, unanticipated problems relating to exploration
and additional costs and expenses that may exceed current estimates. We have no
history upon which to base any assumption as to the likelihood that its business
will prove successful, and we can provide no assurance to investors that our
company will generate any operating revenues or ever achieve profitable
operations. If our company is unsuccessful in addressing these risks its
business will likely fail and you will lose your entire investment in this
offering.
13
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.
14
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, 2016 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.
15
Item
1B. Unresolved Staff
Comments
None.
Item
2.
Properties
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. Our office space is currently provided by
the President of our company at a no cost. 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 100 registered
shareholders.
Stock Option Grants
No stock options were granted during the year ended May 31,
2016.
Warrants
We have not issued and do not have any outstanding warrants to
purchase shares of our common stock.
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.
|
16
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.
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.
On August 17, 2016 the list of stockholders for our shares of
common stock showed 154 registered stockholders and 315,170,993 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, 2016.
Recent Sales of Unregistered Securities
On July 13, 2015, we issued 3,000,000 shares of our common
stock pursuant to debt settlement agreements with two (2) individuals. The
deemed price of the shares issued was USD $0.01 per share. We have issued all of
the shares to two (2) non-US persons (as that term is defined in Regulation S of
the Securities Act of 1933) in an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933.
On July 13, 2015, we issued 4,906,665 shares of our common
stock in a private placement at a purchase price of CDN $0.0075 raising gross
proceeds of CDN $36,800. We have issued all of the shares to seven (7) non-US
persons (as that term is defined in Regulation S of the Securities Act of 1933)
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
On July 13, 2015, we issued 3,000,000 shares of our common
stock in a private placement at a purchase price of CDN $0.01 raising gross
proceeds of CDN $30,000. We have issued all of the shares to eight (8) non-US
persons (as that term is defined in Regulation S of the Securities Act of 1933)
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
On November 30, 2015, we issued 1,800,000 shares of our common
stock pursuant to debt settlement agreements with two (2) individuals. The
deemed price of the shares issued was USD $0.01 per share. We have issued all of
the shares to two (2) non-US persons (as that term is defined in Regulation S of
the Securities Act of 1933) in an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933.
On November 30, 2015, we issued 7,500,000 shares of our common
stock in a private placement at a purchase price of CDN $0.01 raising gross
proceeds of CDN $75,000. We have issued all of the shares to five (5) 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 November 30, 2015, we issued 1,000,000 shares of our common
stock in a private placement at a purchase price of USD $0.01 raising gross
proceeds of USD $10,000. We have issued all of the shares to one (1) non-US
person (as that term is defined in Regulation S of the Securities Act of 1933)
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
On November 30, 2015, we issued 2,000,000 shares of our common
stock in a private placement at a purchase price of USD $0.01 raising gross
proceeds of USD $20,000. We have issued all of 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.
17
On May 31, 2016, we issued 3,000,000 shares of our common stock
in a private placement at a purchase price of USD $0.005 raising gross proceeds
of USD $15,000. We have issued all of 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.
On May 31, 2016, we issued 10,400,000 shares of our common
stock in a private placement at a purchase price of CDN $0.005 raising gross
proceeds of CDN $52,000. We have issued all of the shares to eight (8) non-US
persons (as that term is defined in Regulation S of the Securities Act of 1933)
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
On May 31, 2016, we issued 6,900,000 shares of our common stock
pursuant to debt settlement agreements with five (5) individuals. The deemed
price of the shares issued was USD $0.005 per share. We have issued all of the
shares to five (5) 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.
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,
2012.
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,
2016 and 2015 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 13 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.
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 and Eureka Project 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 $128,999
as of May 31, 2016, we require additional funds of approximately $30,000 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.
18
Our auditors have issued a going concern opinion for our year
ended May 31, 2016. 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 had cash in the amount of $2,594 and a working capital deficit
in the amount of $128,999 as of May 31, 2016, 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
$30,000 for the exploration program on the Cache River Property.
As at May 31, 2016, we had a cash balance of $2,594. 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 intend to purchase any significant equipment over the
twelve months ending May 31, 2017.
Results of Operations for the Years Ended May 31, 2016 and
2015
The following summary of our results of operations should be
read in conjunction with our audited financial statements for the years ended
May 31, 2016 and 2015.
Our operating results for the years ended May 31, 2016 and 2015
are summarized as follows:
|
|
Year Ended
|
|
|
|
May 31
|
|
|
|
2016
|
|
|
2015
|
|
Revenue
|
$
|
|
|
$
|
|
|
Operating Expenses
|
$
|
(370,250
|
)
|
$
|
(594,965
|
)
|
Other Income
|
|
(13,237
|
)
|
|
(8,228
|
)
|
Net Loss
|
$
|
(383,487
|
)
|
$
|
(603,193
|
)
|
19
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, 2016 and
2015 are outlined in the table below:
|
|
Year Ended
|
|
|
|
May 31
|
|
|
|
2016
|
|
|
2015
|
|
General and administrative
|
$
|
368,240
|
|
$
|
378,610
|
|
Impairment of mineral rights
|
$
|
-
|
|
$
|
201,250
|
|
Mineral exploration costs
|
$
|
2,010
|
|
$
|
15,105
|
|
Total expenses
|
$
|
370,250
|
|
$
|
594,965
|
|
The decrease in operating expenses for the year ended May 31,
2016, compared to the same period in fiscal 2015, was mainly due to a decrease
in mineral exploration costs and impairment of mineral rights.
Liquidity and Financial Condition
Working Capital
|
|
At
|
|
|
At
|
|
|
|
May 31,
|
|
|
May 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
Current assets
|
$
|
33,315
|
|
$
|
98,920
|
|
Current liabilities
|
|
162,314
|
|
|
129,712
|
|
Working capital (deficit)
|
$
|
(128,999
|
)
|
$
|
(30,792
|
)
|
Cash Flows
|
|
Year Ended
|
|
|
|
May 31
|
|
|
|
2016
|
|
|
2015
|
|
Net Cash Used in Operating
Activities
|
$
|
(259,774
|
)
|
$
|
(163,044
|
)
|
Net Cash Used in investing activities
|
|
(15,256
|
)
|
|
-
|
|
Net Cash Provided by
Financing Activities
|
|
187,690
|
|
|
252,843
|
|
Net increase (decrease) in cash during period
|
$
|
(87,340
|
)
|
$
|
89,799
|
|
Operating Activities
Net cash used in operating activities during the year ended May
31, 2016 was $259,744 compared to $163,044
for the year ended May 31,
2015.
Investing Activities
Net cash used in investing activities during the year ended May
31, 2016 was $15,256 compared to $Nil for the year ended May 31, 2015. During
the year ended May 31, 2016, the Company advanced as loans a total of $15,256
(Cdn$20,000) to Enigma, a company controlled by a director of the Company and
with whom the Company has entered into a Share Exchange and Royalty Agreement.
The loans bear interest at 5% per annum commencing December 7, 2015, are unsecured and due on December 7, 2016.
Refer to Note 7(b).The loan was advanced in order to assist Enigma in securing
its rights to the underlying technology, and thereby allow it to fulfil its
obligations to Wolverine.
20
Financing Activities
During the year ended May 31, 2016, we received proceeds of
$187,690 from share subscriptions. During the year ended May 31, 2015, we
received proceeds of $252,843 from share subscriptions.
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.
Long-lived Assets
In accordance with ASC 360, Property, Plant, and Equipment,
our company tests long-lived assets or asset groups for recoverability when
events or changes in circumstances indicate that their carrying amount may not
be recoverable. Circumstances which could trigger a review include, but are not
limited to: significant decreases in the market price of the asset; significant
adverse changes in the business climate or legal factors; accumulation of costs
significantly in excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating losses combined
with a history of losses or a forecast of continuing losses associated with the
use of the asset; and current expectation that the asset will more likely than
not be sold or disposed significantly before the end of its estimated useful
life. Recoverability is assessed based on the carrying amount of the asset and
its fair value which is generally determined based on the sum of the
undiscounted cash flows expected to result from the use and the eventual
disposal of the asset, as well as specific appraisal in certain instances. An
impairment loss is recognized when the carrying amount is not recoverable and
exceeds fair value.
21
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.
NEW ACCOUNTING PRONOUNCEMENTS
The Company has limited operations and is considered to be in
the exploration stage. During the year ended May 31, 2016, the Company has
elected to early adopt Accounting Standards Update No. 2014-10, Development
Stage Entities (Topic 915): Elimination of Certain Financial Reporting
Requirements. The adoption of this ASU allows the Company to remove the
inception to date information and all references to exploration stage.
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.
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, 2016
(Expressed in U.S. dollars)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Wolverine
Technologies Corp.
British Columbia, Canada
We have audited the accompanying balance sheets of Wolverine
Technologies Corp. (the Company) as of May 31, 2016 and 2015, and the related
statements of operations, stockholders deficit, and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform an audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, 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. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Wolverine
Technologies Corp. as of May 31, 2016 and 2015, and the results of its
operations and its cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.
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 suffered recurring loss from
operations and has a working capital deficit. These factors raise substantial
doubt about the Companys ability to continue as a going concern. Managements
plans in regard to this matter also are described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
August 29, 2016
F-1
WOLVERINE TECHNOLOGIES CORP.
Balance Sheets
(Expressed in U.S. dollars)
|
|
May 31,
|
|
|
May 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
$
|
|
|
$
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
2,594
|
|
|
89,934
|
|
Accounts receivable
|
|
5,465
|
|
|
3,986
|
|
Loans receivable from related
party (Note 4)
|
|
15,256
|
|
|
|
|
Prepaid expenses
|
|
10,000
|
|
|
5,000
|
|
|
|
|
|
|
|
|
Total Assets
|
|
33,315
|
|
|
98,920
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
134,963
|
|
|
102,557
|
|
Due to related parties (Note 4)
|
|
27,351
|
|
|
27,155
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
162,314
|
|
|
129,712
|
|
|
|
|
|
|
|
|
Stockholders Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, 500,000,000
shares authorized, $0.001 par value
315,170,993 and 272,664,328 shares issued and outstanding, respectively
|
|
315,171
|
|
|
272,664
|
|
Additional paid-in capital
|
|
4,793,687
|
|
|
4,550,914
|
|
Accumulated deficit
|
|
(5,237,857
|
)
|
|
(4,854,370
|
)
|
|
|
|
|
|
|
|
Total Stockholders Deficit
|
|
(128,999
|
)
|
|
(30,792
|
)
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders Deficit
|
|
33,315
|
|
|
98,920
|
|
(The accompanying notes are an integral part of these financial
statements)
F-2
WOLVERINE TECHNOLOGIES CORP.
Statements of Operations
(Expressed in U.S. dollars)
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
May 31,
|
|
|
May 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
368,240
|
|
|
378,610
|
|
Impairment of mineral rights
(Note 3)
|
|
|
|
|
201,250
|
|
Mineral exploration costs
|
|
2,010
|
|
|
15,105
|
|
|
|
|
|
|
|
|
Total Operating
Expenses
|
|
370,250
|
|
|
594,965
|
|
|
|
|
|
|
|
|
Net Loss Before Other Expenses
|
|
(370,250
|
)
|
|
(594,965
|
)
|
|
|
|
|
|
|
|
Other Income (Expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income from related party
|
|
358
|
|
|
|
|
Foreign exchange loss
|
|
(4,505
|
)
|
|
(4,627
|
)
|
Loss on settlement of debt
|
|
(9,090
|
)
|
|
(3,601
|
)
|
|
|
|
|
|
|
|
Net Loss
|
|
(383,487
|
)
|
|
(603,193
|
)
|
|
|
|
|
|
|
|
Net Loss Per Share, Basic and Diluted
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding, Basic and Diluted
|
|
288,145,073
|
|
|
202,031,278
|
|
(The accompanying notes are an integral part of these financial
statements)
F-3
WOLVERINE TECHNOLOGIES CORP.
Statements of Stockholders Deficit
(Expressed in U.S.
dollars)
Years Ended May 31, 2016 and 2015
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|
|
#
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2014
|
|
194,063,333
|
|
|
194,063
|
|
|
3,990,672
|
|
|
(4,251,177
|
)
|
|
(66,442
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash
|
|
40,000,995
|
|
|
40,001
|
|
|
212,842
|
|
|
|
|
|
252,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued to settle
debt
|
|
30,100,000
|
|
|
30,100
|
|
|
270,900
|
|
|
|
|
|
301,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued to settle
related party debt
|
|
8,500,000
|
|
|
8,500
|
|
|
76,500
|
|
|
|
|
|
85,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
(603,193
|
)
|
|
(603,193
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2015
|
|
272,664,328
|
|
|
272,664
|
|
|
4,550,914
|
|
|
(4,854,370
|
)
|
|
(30,792
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash
|
|
30,806,665
|
|
|
30,807
|
|
|
156,883
|
|
|
|
|
|
187,690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued to settle
debt
|
|
7,100,000
|
|
|
7,100
|
|
|
56,550
|
|
|
|
|
|
63,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued to settle
related party debt
|
|
2,600,000
|
|
|
2,600
|
|
|
15,340
|
|
|
|
|
|
17,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for
prepaid services
|
|
2,000,000
|
|
|
2,000
|
|
|
14,000
|
|
|
|
|
|
16,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
(383,487
|
)
|
|
(383,487
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2016
|
|
315,170,993
|
|
|
315,171
|
|
|
4,793,687
|
|
|
(5,237,857
|
)
|
|
(128,999
|
)
|
(The accompanying notes are an integral part of these financial
statements)
F-4
WOLVERINE TECHNOLOGIES CORP.
Statements of Cash Flows
(Expressed in U.S. dollars)
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
May 31,
|
|
|
May 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
(383,487
|
)
|
|
(603,193
|
)
|
|
|
|
|
|
|
|
Adjustments to reconcile net
loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of
prepaid from shares issued for services
|
|
6,000
|
|
|
|
|
Loss on settlement of debt
|
|
9,090
|
|
|
3,601
|
|
Impairment of
mineral rights
|
|
|
|
|
201,250
|
|
|
|
|
|
|
|
|
Changes in operating assets
and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
(1,479
|
)
|
|
(1,933
|
)
|
Accounts payable
|
|
90,860
|
|
|
233,990
|
|
Accrued
liabilities
|
|
1,046
|
|
|
|
|
Accounts payable - related party
|
|
13,196
|
|
|
8,241
|
|
Prepaid expenses
|
|
5,000
|
|
|
(5,000
|
)
|
|
|
|
|
|
|
|
Net Cash Used in Operating Activities
|
|
(259,774
|
)
|
|
(163,044
|
)
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in related party loans
receivable
|
|
(15,256
|
)
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used in Investing Activities
|
|
(15,256
|
)
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock
|
|
187,690
|
|
|
252,843
|
|
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities
|
|
187,690
|
|
|
252,843
|
|
|
|
|
|
|
|
|
(Decrease) Increase in Cash
|
|
(87,340
|
)
|
|
89,799
|
|
|
|
|
|
|
|
|
Cash, Beginning of Year
|
|
89,934
|
|
|
135
|
|
|
|
|
|
|
|
|
Cash, End of Year
|
|
2,594
|
|
|
89,934
|
|
|
|
|
|
|
|
|
Non-cash Investing and Financing
Activities:
|
|
|
|
|
|
|
Shares issued to settle accounts payable
|
|
63,650
|
|
|
301,000
|
|
Shares issued to settle
related party debt
|
|
17,940
|
|
|
85,000
|
|
Shares issued for prepaid services
|
|
16,000
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures:
|
|
|
|
|
|
|
Interest paid
|
|
|
|
|
|
|
Income taxes paid
|
|
|
|
|
|
|
(The accompanying notes are an integral part of these financial
statements)
F-5
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
May 31, 2016
(Expressed
in U.S. dollars)
1.
|
Organization
|
|
|
|
Wolverine Technologies Corp. (the Company) was
incorporated in the State of Nevada on February 23, 2006. The Companys
prior principal business was the acquisition and exploration of mineral
resources. The Company had not determined that its properties contain
mineral reserves that were economically recoverable, financing had not yet
become available, and commodity prices had not fully recovered. Therefore,
management decided to change the focus of the Company from mineral
exploration to cyber security. On April 14, 2015, the Company entered into
a Share Exchange and Royalty Agreement pursuant to which the Company will
acquire 25% interest in the process technology and cyber security company
ENIGMAMobil Inc. (Enigma). Refer to Note 9. Enigma is in the business of
developing security applications for cyber systems focusing on the mobile
smartphone markets. This agreement has not yet closed. Effective August
12, 2015, the Company changed its name from Wolverine Exploration Inc. to
Wolverine Technologies Corp.
|
|
|
|
Going Concern
|
|
|
|
These financial statements have been prepared on a going
concern basis, which implies the Company will continue to realize its
assets and discharge its liabilities in the normal course of business. The
Company has never generated revenues and is unlikely generate earnings in
the immediate or foreseeable future. The continuation of the Company as a
going concern is dependent upon the continued financial support from its
shareholders, the ability of the Company to obtain necessary equity
financing to continue operations, and the attainment of profitable
operations. The Company and/or Enigma plans to raise financing of debt or equity for an
aggregate of $2,500,000 prior to the closing of the Enigma Share Exchange
and Royalty Agreement described in Note 9. There can be no assurance that
additional financing will be available when needed or, if available, that
it can be obtained on commercially reasonable terms. As May 31, 2016, the
Company has a working capital deficiency of $128,999 and has accumulated
losses of $5,237,857 since inception. These factors raise substantial
doubt regarding the Companys ability to continue as a going concern.
These financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should the Company
be unable to continue as a going concern.
|
|
|
2.
|
Recent Accounting
Pronouncements
|
|
(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 Companys 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
Companys 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.
|
F-6
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
May 31, 2016
(Expressed
in U.S. dollars)
|
(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)
|
Property and Equipment
|
|
|
|
|
|
Equipment is stated at cost and is depreciated over their
estimated useful lives on a three-year straight-line basis.
|
|
|
|
|
(f)
|
Long-lived Assets
|
|
|
|
|
|
In accordance with ASC 360,
Property Plant and
Equipment
, the Company tests long-lived assets or asset groups for
recoverability when events or changes in circumstances indicate that their
carrying amount may not be recoverable. Circumstances which could trigger
a review include, but are not limited to: significant decreases in the
market price of the asset; significant adverse changes in the business
climate or legal factors; accumulation of costs significantly in excess of
the amount originally expected for the acquisition or construction of the
asset; current period cash flow or operating losses combined with a
history of losses or a forecast of continuing losses associated with the
use of the asset; and current expectation that the asset will more likely
than not be sold or disposed significantly before the end of its estimated
useful life. Recoverability is assessed based on the carrying amount of
the asset and its fair value which is generally determined based on the
sum of the undiscounted cash flows expected to result from the use and the
eventual disposal of the asset, as well as specific appraisal in certain
instances. An impairment loss is recognized when the carrying amount is
not recoverable and exceeds fair value.
|
|
|
|
|
(g)
|
Asset Retirement Obligations
|
|
|
|
|
|
The Company follows the provisions of ASC 440,
Asset
Retirement and Environmental Obligations,
which establishes standards
for the initial measurement and subsequent accounting for obligations
associated with the sale, abandonment or other disposal of long-lived
tangible assets arising from the acquisition, construction or development
and for normal operations of such assets. The Company did not have any
asset retirement obligations at May 31, 2016 and 2015.
|
|
|
|
|
(h)
|
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 no interest or penalties recognized for the years ended May 31, 2016.
|
|
|
|
|
(i)
|
Foreign Currency Translation
|
|
|
|
|
|
The Companys 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.
|
F-7
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
May 31, 2016
(Expressed
in U.S. dollars)
|
(j)
|
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.
|
|
|
|
|
(k)
|
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.
|
|
|
|
|
(l)
|
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 instruments 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.
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 Companys financial instruments consist principally
of cash, amounts receivable, loans receivable from related party, accounts
payable, and amount 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.
|
|
|
|
|
(m)
|
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, 2016 and 2015, the
Company has no items that represent a comprehensive loss and, therefore,
has not included a schedule of comprehensive loss in the financial
statements.
|
|
|
|
|
(n)
|
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.
|
|
|
|
|
(o)
|
Reclassifications
|
|
|
|
|
|
Certain comparative figures have been reclassified to
conform to the current year's presentation.
|
F-8
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
May 31, 2016
(Expressed
in U.S. dollars)
3.
|
Mineral Properties
|
|
|
|
On June 11, 2013, the Company issued 17,500,000 shares of
common stock with a fair value of $201,250 to acquire 20 mineral claims
located in the Cariboo Mining District of British Columbia. During the
year ended May 31, 2015, the Company determined that the carrying amount
of the mineral claims is not recoverable and exceeds its fair value and,
therefore, recognized an impairment of $201,250. During the year ended May
31, 2015, the Company decided to change its focus from mineral exploration
to cyber security.
|
|
|
4.
|
Related Party Transactions
|
|
(a)
|
During the year ended May 31, 2016, the Company incurred
consulting fees of $28,603 (2015 - $16,082) to a company controlled by the
President of the Company.
|
|
|
|
|
(b)
|
During the year ended May 31, 2016, the Company incurred
consulting fees of $75,363 (2015 - $16,470) to a Director of the
Company.
|
|
|
|
|
(c)
|
During the year ended May 31, 2015, the Company incurred
consulting fees of $106,777 and rent of $10,678 to a company controlled by
the brother of the former President of the Company which is included in
general and administrative expenses.
|
|
|
|
|
(d)
|
During the year ended May 31, 2015, the Company incurred
consulting fees of $37,558 to the former President of the
Company.
|
|
|
|
|
(e)
|
As at May 31, 2016, the Company owes of $9,120 (May 31,
2015 - $nil) to a company controlled by the President of the Company,
which is non-interest bearing, unsecured and due on demand.
|
|
|
|
|
(f)
|
As at May 31, 2016, the Company owes $18,231 (May 31,
2015 - $nil) to a Director of the Company, which is non-interest bearing,
unsecured and due on demand.
|
|
|
|
|
(g)
|
As at May 31, 2016, the Company owes $11,094 to a company
controlled by the brother of the former President of the Company that is
included in accounts payable. As at May 31, 2015, the Company owed $16,082
for cash advances received from this company and $4,969 that was included
in accounts payable.
|
|
|
|
|
(h)
|
As at May 31, 2016, the Company owes $nil (May 31, 2015 -
$11,073) to the former President of the Company, which is non-interest
bearing, unsecured, and due on demand.
|
|
|
|
|
(i)
|
On December 7, 2015, in exchange for prior advances, the
Company received a $15,256 (Cdn$20,000) promissory note from Enigma, a
company controlled by a director of the Company and with whom the Company
has entered into a Share Exchange and Royalty Agreement. Effective that
date the note started to accrue interest from day to day at a rate of 5%
per annum. The note is unsecured, however all amounts owing are guaranteed
by a director of the Company. The principal sum and accrued interest are
due one year after the note was received. At May 31, 2016, the Company has
accrued interest of $368 (Cdn$482).
|
5.
|
Common Stock
|
|
|
|
Stock transactions during the year ended May 31,
2016:
|
|
(a)
|
On July 2, 2015, the Company issued 3,000,000 shares of
common stock with a fair value of $30,000 to settle accounts payable of
$30,000.
|
|
|
|
|
(b)
|
On July 13, 2015, the Company issued 4,906,665 shares of
common stock pursuant to a private placement at Cdn$0.0075 per share for
proceeds of $29,635 (Cdn$36,800).
|
|
|
|
|
(c)
|
On July 13, 2015, the Company issued 1,500,000 shares of
common stock pursuant to a private placement at Cdn$0.01 per share for
proceeds of $12,021 (Cdn$15,000).
|
|
|
|
|
(d)
|
On August 31, 2015, the Company issued 500,000 shares of
common stock pursuant to a private placement at Cdn$0.01 per share for
proceeds of $3,852 (Cdn$5,000).
|
|
|
|
|
(e)
|
On November 2, 2015, the Company issued 1,500,000 shares of common stock with a fair value of $18,000 to settle accounts payable of $15,000, resulting in a loss on settlement of debt of $3,000
|
|
|
|
|
(f)
|
On November 30, 2015, the Company issued 300,000 shares
of common stock with a fair value of $3,000 to settle accounts payable of
$3,000.
|
|
|
|
|
(g)
|
On November 30, 2015, the Company issued 3,000,000 shares
of common stock pursuant to a private placement at $0.01 per share for
proceeds of $30,000.
|
|
|
|
|
(h)
|
On November 30, 2015, the Company issued 7,500,000 shares
of common stock pursuant to a private placement at Cdn$0.01 per share for
proceeds of $57,046 (Cdn$75,000).
|
F-9
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
May 31, 2016
(Expressed
in U.S. dollars)
|
(i)
|
On February 29, 2016, the Company issued 600,000 shares
of common stock with a fair value of $2,940 to settle a related party
accounts payable of $3,000, resulting in a gain on settlement of debt of
$60.
|
|
|
|
|
(j)
|
On April 12, 2016, the Company issued 2,000,000 shares of
common stock with a fair value of $10,400 to settle accounts payable of
$10,000, resulting in a loss on settlement of debt of $400.
|
|
|
|
|
(k)
|
On April 19, 2016, the Company issued 2,000,000 shares of
common stock with a fair value of $16,000 for services to be completed
over a four-month period, commencing on the date of issuance. Refer to
Note 7.
|
|
|
|
|
(l)
|
On May 26, 2016, the Company issued 300,000 shares of
common stock with a fair value of $2,250 to settle accounts payable of
$1,500, resulting in a loss on settlement of debt of $750.
|
|
|
|
|
(m)
|
On May 26, 2016, the Company issued 2,000,000 shares of
common stock with a fair value of $15,000 to settle a related party
accounts payable of $10,000, resulting in a loss on settlement of debt of
$5,000.
|
|
|
|
|
(n)
|
On May 31, 2016, the Company issued 10,400,000 shares of
common stock pursuant to a private placement at Cdn$0.005 per share for
proceeds of $40,136 (Cdn$52,000)
|
|
|
|
|
(o)
|
On May 31, 2016, the Company issued 3,000,000 shares of
common stock pursuant to a private placement at $0.005 per share for
proceeds of $15,000.
|
Stock transactions during the year
ended May 31, 2015:
|
(a)
|
On September 8, 2014, the Company issued 5,000,000 shares
of common stock with a fair value of $50,000 to settle related party
accounts payable of $50,000.
|
|
|
|
|
(b)
|
On September 29, 2014, the Company issued 1,500,000
shares of common stock pursuant to a private placement at Cdn$0.01 per
share for proceeds of $13,449 (Cdn$15,000).
|
|
|
|
|
(c)
|
On April 28, 2015, the Company issued 3,500,000 shares of
common stock with a fair value of $35,000 to settle related party accounts
payable of $35,000.
|
|
|
|
|
(d)
|
On February 28, 2015, the Company received stock
subscriptions for 1,000,000 shares of common stock pursuant to a private
placement at Cdn$0.01 per share for proceeds of $7,998
(Cdn$10,000).
|
|
|
|
|
(e)
|
On April 28, 2015, the Company issued 30,100,000 shares
of common stock with a fair value of $301,000 to settle accounts payable
of $297,399, resulting in a loss on settlement of debt of
$3,601.
|
|
|
|
|
(f)
|
On May 31, 2015, the Company issued 500,000 shares of
common stock pursuant to a private placement at $0.01 per share for
proceeds of $5,000.
|
|
|
|
|
(g)
|
On May 31, 2015, the Company issued 35,500,995 shares of
common stock pursuant to a private placement at Cdn$0.0075 per share for
proceeds of $214,097 (Cdn$266,257).
|
|
|
|
|
(h)
|
During the year ended May 31, 2015, the Company received
stock subscriptions for 1,500,000 shares of common stock pursuant to a
private placement at Cdn$0.01 per share for proceeds of $12,299
(Cdn$15,000).
|
F-10
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
May 31, 2016
(Expressed in U.S. dollars)
6.
|
Stock-based Compensation
|
|
|
|
On May 28, 2010, the Board of Directors of the Company
adopted the 2010 Stock Plan (the Plan). The maximum number of shares of
the Companys common stock available for issuance under the Plan is
10,294,500 shares. An aggregate of 5,147,250 shares may be issued under
stock options and an aggregate of 5,147,250 shares may be issued in the
form of restricted shares.
|
|
|
|
A summary of the Companys stock option activity is as
follows:
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
|
Options
|
|
|
Price
|
|
|
Life
(years)
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding and exercisable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 31, 2016
|
|
200,000
|
|
$
|
0.05
|
|
|
0.28
|
|
$
|
|
|
|
May 31, 2015
|
|
200,000
|
|
$
|
0.05
|
|
|
1.28
|
|
$
|
|
|
7.
|
Commitments
|
|
|
|
On January 31, 2007, the Company entered into a
consulting agreement with a company whereby it has agreed to pay $7,620
(Cdn$10,000) per month. The Company is obligated to issue a bonus of 5% of
the Companys issued and outstanding common shares as of the date of the
payment of the bonus upon and only in the event of the discovery of a
major commercially viable mineral resource deposit. As at May 31, 2016,
the Company has not issued a bonus. During the year ended May 31, 2016,
the Company recorded consulting fees of $95,322 (Cdn$125,000).
|
|
|
|
On April 19, 2016, the Company entered into an investor
relations agreement with a company whereby it agreed to pay 2,000,000
shares of common stock with a fair value of $16,000 for investor relations
services to be completed over a four-month period, commencing on the date
of the agreement. The 2,000,000 shares were issued on the date of the
agreement and was considered a prepaid expense. As at May 31, 2016, $6,000
have been amortized resulting in a prepaid balance of $10,000.
|
|
|
8.
|
Income Taxes
|
|
|
|
The Company has net operating losses carried forward of
$3,308,800 available to offset taxable income in future years which
expires beginning in fiscal 2027.
|
|
|
|
The Company is subject to United States federal and state
income taxes at an approximate rate of 34%. The reconciliation of the
provision for income taxes at the United States federal statutory rate
compared to the Companys income tax expense as reported is as
follows:
|
|
|
|
2016
|
|
|
2015
|
|
|
|
|
$
|
|
|
$
|
|
|
Income tax recovery at statutory rate
|
|
(128,101
|
)
|
|
(205,086
|
)
|
|
Valuation
allowance change
|
|
128,101
|
|
|
205,086
|
|
|
Provision for income taxes
|
|
|
|
|
|
|
The significant components of deferred
income tax assets and liabilities at May 31, 2016 and 2015, are as follows:
|
|
|
2016
|
|
|
2015
|
|
|
|
|
$
|
|
|
$
|
|
|
Mineral property costs
|
|
485,667
|
|
|
484,983
|
|
|
Net operating
losses carried forward
|
|
1,124,988
|
|
|
997,571
|
|
|
Gross deferred income tax assets
|
|
1,610,655
|
|
|
1,482,554
|
|
|
Valuation
allowance
|
|
(1,610,655
|
)
|
|
(1,482,554
|
)
|
|
Net deferred income tax asset
|
|
|
|
|
|
|
F-11
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
May 31, 2016
(Expressed
in U.S. dollars)
9.
|
Subsequent Events
|
|
|
|
|
(a)
|
On April 14, 2015, the Company entered into a Share Exchange and Royalty Agreement pursuant to which the Company will acquire 25% interest in the process technology and cyber security company ENIGMAMobil Inc. (“Enigma”) for the purchase price of $3,000,000, to be paid in shares of common stock of the Company. The Company will also receive 25% royalty of all gross revenue received by Enigma from the sale of licenses of ENIGMAMobil™ mobile security app. The Company agreed to issue a finder’s fee to Texada Consulting Inc. consisting of 30,000,000 shares of common stock of the Company (the “Finder’s Shares”). The Agreement is subject to Wolverine and/or Enigma completing a financing of $2,500,000 and the Company increasing its authorized capital of common stock to allow for the issuance of the Shares and Finder’s Shares. At August 29, 2016, the agreement has not yet closed.
|
|
|
|
|
(b)
|
On April 19, 2016, the Company signed a Share Purchase
Agreement with a Director of the Company, whereby the Company will issue,
in a private placement, 400,000,000 shares of common stock of the Company
in consideration for one-third of the net proceeds that the Director will
receive from the sale of the Directors 15% interest in Decision-Zone Inc.
The Agreement is subject to the Company increasing its authorized capital
of common stock to allow for the issuance of the shares to the Director.
At August 29, 2016, the agreement has not yet
closed.
|
F-12
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, 2016. 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, 2016using the criteria established in
Internal
ControlIntegrated Framework
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, 2016, 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.
|
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, 2016
based on criteria established in
Internal ControlIntegrated Framework
issued by COSO.
23
Changes in Internal Control
During the year ended May 31, 2016 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:
Name
|
Position Held with the Company
|
Age
|
Date First Elected
or Appointed
|
Richard Haderer
|
President, Chief Executive Officer, Chief Financial Officer
and Director
|
52
|
April 13, 2015
|
Luke Rich
|
Vice
President, Exploration and Business Development
|
51
|
June 14, 2010
|
David Ian Chalk
|
Director
|
57
|
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
public traded companies. Mr. Haderer has also served as a director and officer
of several public 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).
24
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:
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, 2016 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.
25
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.
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, 2016, 2015 and
2014; 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, 2016, 2015 and 2014,
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
($)
|
Lee Costerd
Former Chief
Executive
Officer, Chief
Financial
Officer
and
Director
)
|
2016
2015
2014
|
Nil
$37,558
$33,798
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
$33,798
$35,813
|
Richard Haderer
Chief Executive
Officer, Chief
Financial Officer
and
Director
)
|
2016
2015
|
$28,603
$16,082
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
$28,603
$16,082
|
26
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.
Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Values
There were no options exercised during our fiscal year ended
May 31, 2016 or May 31, 2015 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, 2016.
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.
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 August 29, 2016, 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.
27
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial
Ownership
|
Percentage
of
Class
(1)
|
Bruce Costerd
55-11020 Williams Road
Richmond, British Columbia V7A 1X8
|
16,470,000
|
5.2%
|
Richard Haderer
103 Huntcroft Place NE
Calgary, Alberta T2K 4E6
|
6,030,000
|
1.9%
|
Luke Rich
P.O. Box 65
Natuashish, NL
A0P1A0
|
1,125,140
|
0.4%
|
David Ian Chalk
20629 86A Ave
Langley,
British Columbia V1M 3X3
|
700,000
|
0.2%
|
Directors and Officers as a Group
|
7,855,140
|
2.5%
|
|
(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 August 29, 2016. As of August 29, 2016,
there were 315,170,993 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
$120,000 or one percent of the average of our total assets at year-end for the
last three completed fiscal years in which any of our directors, executive
officers or beneficial holders of more than 5% of the outstanding shares of our
common stock, or any of their respective relatives, spouses, associates or
affiliates, has had or will have any direct or material indirect interest.
Director Independence
We currently act with three directors, Mr. Richard Haderer, Mr.
Luke Rich and Mr. David Chalk. We have determined that we do not have a director
that qualifies as an independent director as defined in NASDAQ Marketplace
Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating
committee, but our entire board of directors act in such capacity. We believe
that our directors are capable of analyzing and evaluating our financial
statements and understanding internal controls and procedures for financial
reporting. Our directors do not believe that it is necessary to have an audit
committee because we believe that the functions of an audit committee can be
adequately performed by the board of directors. In addition, we believe that
retaining additional independent directors who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development.
28
Item
14. Principal
Accountants Fees and Services
The aggregate fees billed for the most recently completed
fiscal years ended May 31, 2016 and 2015 for professional services rendered by
the principal accountant for the audit of our annual financial statements and
review of the financial statements included in our quarterly reports on Form
10-Q and services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for these fiscal periods
were as follows:
|
Year Ended
May 31
|
|
2016
($)
|
2015
($)
|
Audit Fees
|
$15,000
|
$15,500
|
Audit Related Fees
|
Nil
|
Nil
|
Tax Fees
|
Nil
|
Nil
|
All Other Fees
|
Nil
|
Nil
|
Total
|
$15,000
|
$15,500
|
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.
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.
|
|
|
3.2
|
Bylaws of Wolverine, filed as an Exhibit to our Form S-1
(Registration Statement) on July 15, 2008, and incorporated herein by
reference.
|
|
|
3.3
|
Certificate of Amendment of Wolverine, filed as an
Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008
and incorporated herein by reference.
|
|
|
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.
|
|
|
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.
|
29
Exhibit
|
|
Number
|
Description
|
|
|
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.
|
|
|
(10)
|
Material Contracts
|
|
|
10.1
|
Vend-In Agreement dated February 28, 2007 between
Wolverine and Shenin Resources Inc., filed as an Exhibit to our Form S-1
(Registration Statement) filed on July 15, 2008 and incorporated herein by
reference.
|
|
|
10.2
|
Consulting Agreement dated January 31, 2007 between
Wolverine and Texada Consulting Inc., filed as an Exhibit to our Form S-1
(Registration Statement) filed on July 15, 2008 and incorporated herein by
reference.
|
|
|
10.3
|
Purchase Agreement dated June 11, 2013 between Wolverine
and 0969015 B.C. Ltd. filed as an Exhibit to our 8-K filed on June 13,
2013 and incorporated herein by reference.
|
|
|
10.4
|
Share Exchange and Royalty Agreement dated April 14, 2015
between Wolverine, Enigma and David Chalk filed as an Exhibit to our 8-K
filed on May 7, 2015 and incorporated by reference.
|
|
|
(14)
|
Code of Ethics
|
|
|
14.1
|
Code of Ethics, filed as an Exhibit to our Form S-1
(Registration Statement) filed on July 15, 2008 and incorporated herein by
reference.
|
|
|
(31)
|
Rule 13a-14(a)/15d-14(a) Certifications
|
|
|
31.1*
|
Section 302 Certifications under Sarbanes-Oxley Act of
2002
|
|
|
(32)
|
Section 1350 Certifications
|
|
|
32.1*
|
Section 906 Certifications under Sarbanes-Oxley Act of
2002
|
* Filed herewith.
30
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: August 29, 2016
|
/s/ Richard Haderer
|
|
Richard Haderer
|
|
President, Chief Executive Officer, Chairman
|
|
and Director
|
|
(Principal Executive Officer)
|
|
|
|
|
Dated: August 29, 2016
|
/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: August 29, 2016
|
/s/ Richard Haderer
|
|
Richard Haderer
|
|
President, Chief Executive Officer, Chairman
|
|
and Director
|
|
(Principal Executive Officer)
|
|
|
|
|
Dated: August 29, 2016
|
/s/ Richard Haderer
|
|
Richard Haderer
|
|
Chief Financial Officer and Director
|
|
(Principal Financial Officer and Principal
|
|
Accounting Officer)
|
|
|
|
|
Dated: August 29, 2016
|
/s/ Luke Rich
|
|
Luke Rich
|
|
Director
|
|
|
|
|
Dated: August 29, 2016
|
/s/ David Chalk
|
|
David Chalk
|
|
Director
|
31
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