Item 1. Financial Statements.
Our unaudited interim financial statements for the nine month period ended February 28, 2019 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.
WOLVERINE TECHNOLOGIES CORP.
February 28, 2019
(Expressed in U.S. dollars)
(Unaudited)
WOLVERINE TECHNOLOGIES CORP.
Balance Sheets
(Expressed in U.S. dollars)
|
|
February 28,
2019
$
|
|
|
May 31,
2018
$
|
|
|
|
(Unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
3
|
|
|
18,982
|
|
Other receivable
|
|
5,865
|
|
|
2,112
|
|
|
|
|
|
|
|
|
Total Assets
|
|
5,868
|
|
|
21,094
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
165,492
|
|
|
171,812
|
|
Short term debt - related parties
|
|
45,137
|
|
|
26,377
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
210,629
|
|
|
198,189
|
|
|
|
|
|
|
|
|
Stockholders' Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, 500,000,000 shares authorized, $0.001 par value
477,270,993 shares issued and outstanding at February 28, 2019
(May 31, 2018 - 432,020,993 shares)
|
|
477,271
|
|
|
432,021
|
|
Subscriptions received
|
|
46,032
|
|
|
66,328
|
|
Additional paid-in capital
|
|
5,238,347
|
|
|
5,105,472
|
|
Accumulated deficit
|
|
(5,966,411
|
)
|
|
(5,780,916
|
)
|
|
|
|
|
|
|
|
Total Stockholders' Deficit
|
|
(204,761
|
)
|
|
(177,095
|
)
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Deficit
|
|
5,868
|
|
|
21,094
|
|
WOLVERINE TECHNOLOGIES CORP.
Statements of Operations
(Expressed in U.S. dollars)
(Unaudited)
|
|
Three
|
|
|
Three
|
|
|
Nine
|
|
|
Nine
|
|
|
|
Months
|
|
|
Months
|
|
|
Months
|
|
|
Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
February 28,
|
|
|
February 28,
|
|
|
February 28,
|
|
|
February 28,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
46,061
|
|
|
102,156
|
|
|
183,432
|
|
|
202,686
|
|
Mineral exploration costs
|
|
-
|
|
|
-
|
|
|
-
|
|
|
222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
46,061
|
|
|
102,156
|
|
|
183,432
|
|
|
202,908
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Before Other Expenses
|
|
(46,061
|
)
|
|
(102,156
|
)
|
|
(183,432
|
)
|
|
(202,908
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange gain (loss)
|
|
(665
|
)
|
|
(5,521
|
)
|
|
1,023
|
|
|
(12,786
|
)
|
Loss on settlement of debt
|
|
-
|
|
|
(38
|
)
|
|
(3,086
|
)
|
|
(38
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
(46,726
|
)
|
|
(107,715
|
)
|
|
(185,495
|
)
|
|
(215,732
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Per Common Share, Basic and Diluted
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares Outstanding, Basic and Diluted
|
|
477,270,993
|
|
|
358,016,549
|
|
|
454,065,865
|
|
|
369,829,052
|
|
WOLVERINE TECHNOLOGIES CORP.
Statements of Changes in Stockholders' Deficit
For the three and nine months ended February 28, 2019 and 2018
(Expressed in U.S. dollars)
(Unaudited)
|
|
Three Month Periods Ended
February 28, 2018 and 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscriptions
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Received
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|
|
#
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Balance, November 30, 2017
|
|
346,520,993
|
|
|
346,521
|
|
|
47,463
|
|
|
4,882,331
|
|
|
(5,642,296
|
)
|
|
(365,981
|
)
|
Common stock subscribed for cash
|
|
|
|
|
|
|
|
153,099
|
|
|
|
|
|
|
|
|
153,099
|
|
Common stock issued for cash
|
|
38,200,000
|
|
|
38,200
|
|
|
(154,854
|
)
|
|
116,653
|
|
|
|
|
|
(1
|
)
|
Common stock issued to settle debt
|
|
31,700,000
|
|
|
31,700
|
|
|
|
|
|
100,430
|
|
|
|
|
|
132,130
|
|
Common stock issued to settle related party
debt
|
|
4,000,000
|
|
|
4,000
|
|
|
|
|
|
8,000
|
|
|
|
|
|
12,000
|
|
Net loss for the
period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(107,715
|
)
|
|
(107,715
|
)
|
Balance, February 28, 2018
|
|
420,420,993
|
|
|
420,421
|
|
|
45,708
|
|
|
5,107,414
|
|
|
(5,750,011
|
)
|
|
(176,468
|
)
|
Balance, November 30, 2018
|
|
477,270,993
|
|
|
477,271
|
|
|
12,220
|
|
|
5,238,347
|
|
|
(5,919,685
|
)
|
|
(191,847
|
)
|
Common stock subscribed for cash
|
|
|
|
|
|
|
|
33,812
|
|
|
|
|
|
|
|
|
33,812
|
|
Net loss for the
period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(46,726
|
)
|
|
(46,726
|
)
|
Balance, February 28, 2019
|
|
477,270,993
|
|
|
477,271
|
|
|
46,032
|
|
|
5,238,347
|
|
|
(5,966,411
|
)
|
|
(204,761
|
)
|
|
|
Nine Month Periods Ended
February 28, 2018 and 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscriptions
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Received
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|
|
#
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Balance, May 31, 2017
|
|
346,520,993
|
|
|
346,521
|
|
|
26,798
|
|
|
4,882,331
|
|
|
(5,534,279
|
)
|
|
(278,629
|
)
|
Common stock subscribed for cash
|
|
|
|
|
|
|
|
173,764
|
|
|
|
|
|
|
|
|
173,764
|
|
Common stock issued for cash
|
|
38,200,000
|
|
|
38,200
|
|
|
(154,854
|
)
|
|
116,653
|
|
|
|
|
|
(1
|
)
|
Common stock issued to settle debt
|
|
31,700,000
|
|
|
31,700
|
|
|
|
|
|
100,430
|
|
|
|
|
|
132,130
|
|
Common stock issued to settle related party
debt
|
|
4,000,000
|
|
|
4,000
|
|
|
|
|
|
8,000
|
|
|
|
|
|
12,000
|
|
Net loss for the
period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(215,732
|
)
|
|
(215,732
|
)
|
Balance, February 28, 2018
|
|
420,420,993
|
|
|
420,421
|
|
|
45,708
|
|
|
5,107,414
|
|
|
(5,750,011
|
)
|
|
(176,468
|
)
|
Balance, May 31, 2018
|
|
432,020,993
|
|
|
432,021
|
|
|
66,328
|
|
|
5,105,472
|
|
|
(5,780,916
|
)
|
|
(177,095
|
)
|
Common stock subscribed for cash
|
|
|
|
|
|
|
|
46,032
|
|
|
|
|
|
|
|
|
46,032
|
|
Common stock issued for cash
|
|
23,800,000
|
|
|
23,800
|
|
|
(66,328
|
)
|
|
68,525
|
|
|
|
|
|
25,997
|
|
Common stock issued to settle debt
|
|
6,850,000
|
|
|
6,850
|
|
|
|
|
|
20,550
|
|
|
|
|
|
27,400
|
|
Common stock issued to settle related party debt
|
|
14,600,000
|
|
|
14,600
|
|
|
|
|
|
43,800
|
|
|
|
|
|
58,400
|
|
Net loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(185,495
|
)
|
|
(185,495
|
)
|
Balance, February
28, 2019
|
|
477,270,993
|
|
|
477,271
|
|
|
46,032
|
|
|
5,238,347
|
|
|
(5,966,411
|
)
|
|
(204,761
|
)
|
WOLVERINE TECHNOLOGIES CORP.
Statements of Cash Flows
(Expressed in U.S. dollars)
(Unaudited)
|
|
Nine
|
|
|
Nine
|
|
|
|
Months
|
|
|
Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
February 28,
|
|
|
February 28,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
(185,495
|
)
|
|
(215,732
|
)
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
Loss on settlement of debt
|
|
3,086
|
|
|
38
|
|
Effect of foreign currency on cash
|
|
-
|
|
|
(12,786
|
)
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other receivable
|
|
(3,753
|
)
|
|
(5,575
|
)
|
Accounts payable
|
|
20,094
|
|
|
122,498
|
|
Accounts payable - related parties
|
|
72,925
|
|
|
(11,832
|
)
|
|
|
|
|
|
|
|
Net Cash Used in Operating Activities
|
|
(93,143
|
)
|
|
(123,389
|
)
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock
|
|
25,997
|
|
|
129,035
|
|
Proceeds from common stock subscriptions
|
|
46,032
|
|
|
45,708
|
|
Advances from shareholder
|
|
2,135
|
|
|
10,805
|
|
Repayment on advances to shareholder
|
|
-
|
|
|
(32,903
|
)
|
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities
|
|
74,164
|
|
|
152,645
|
|
|
|
|
|
|
|
|
Change in Cash
|
|
(18,979
|
)
|
|
29,256
|
|
|
|
|
|
|
|
|
Cash, Beginning of Period
|
|
18,982
|
|
|
47
|
|
|
|
|
|
|
|
|
Cash, End of Period
|
|
3
|
|
|
29,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash Investing and Financing Activities:
|
|
|
|
|
|
|
Payments made by shareholders on behalf of Company
|
|
3,302
|
|
|
7,021
|
|
Shares issued to settle accounts payable
|
|
27,400
|
|
|
126,750
|
|
Shares issued to settle related party accounts payable
|
|
58,400
|
|
|
16,400
|
|
Stocks issued for prior year subscriptions
|
|
66,328
|
|
|
26,798
|
|
|
|
|
|
|
|
|
Supplemental Disclosures:
|
|
|
|
|
|
|
Interest paid
|
|
-
|
|
|
-
|
|
Income taxes paid
|
|
-
|
|
|
-
|
|
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
February 28, 2019
(Expressed in U.S. dollars)
(unaudited)
1.
Organization and basis of presentation
Wolverine Technologies Corp. (the "Company") was incorporated in the State of Nevada on February 23, 2006. The Company's prior principal business was the acquisition and exploration of mineral resources. The Company had not determined that its properties contain mineral reserves that were economically recoverable, financing had not yet become available, and commodity prices had not fully recovered. Therefore, management decided to change the focus of the Company to include cyber security. Effective August 12, 2015, the Company changed its name from Wolverine Exploration Inc. to Wolverine Technologies Corp.
Basis of Presentation
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company's fiscal year-end is May 31. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted.
The accompanying financial statements of Company should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2018. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company's financial position and the result of its operations and its cash flows for the periods shown.
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.
Going Concern
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. The Company plans to raise financing of debt or equity. There can be no assurance that additional financing will be available when needed or, if available, that it can be obtained on commercially reasonable terms. At February 28, 2019, the Company has a working capital deficiency of $204,761 and has accumulated losses of $5,966,411 since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Reclassifications
Certain comparative figures have been reclassified to conform to the current year's presentation.
2.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.
Related Party Transactions
(a)
During the nine months ended February 28, 2019, the Company incurred consulting fees of $22,928 (2018 - $26,766) to a company controlled by the President of the Company.
(b)
During the nine months ended February 28, 2019, the Company incurred consulting fees of $14,518 (2018 - $23,418) to a Director of the Company.
(c)
As at February 28, 2019, the Company owes $32,668 (May 31, 2018 - $17,814) to a company controlled by the President of the Company, which is non-interest bearing, unsecured and due on demand.
(d)
As at February 28, 2019, the Company owes $10,334 (May 31, 2018 - $8,563) to a Director of the Company, which is non-interest bearing, unsecured and due on demand.
(e)
As at February 28, 2019, the Company owes $2,135 (May 31, 2018 - $nil) to a shareholder of the Company, which is non-interest bearing, unsecured and due on demand.
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
February 28, 2019
(Expressed in U.S. dollars)
(unaudited)
4.
Common Stock
Stock transactions during the nine months ended February 28, 2019:
(a)
On October 15, 2018, the Company issued 6,850,000 shares of common stock with a fair value of $27,400 to settle accounts payable of $26,414, resulting in a loss on settlement of $986.
(b)
On October 15, 2018, the Company issued 14,600,000 shares of common stock with a fair value of $58,400 to settle related party accounts payable of $56,300, resulting in a loss on settlement of $2,100.
(c)
On October 15, 2018, the Company issued 23,800,000 shares of common stock pursuant to a private placement at Cdn$0.005 per share for proceeds of $92,325 (Cdn$119,000). Proceeds of $66,328 (Cdn$85,000) were received during the year ended May 31, 2018.
(d)
During the nine months ended February 28, 2019, the Company received cash proceeds of $46,032 (Cdn$61,000) relating to share subscriptions. The shares were unissued at February 28, 2019 and the amounts received for these shares have been reflected in stock subscriptions received in the balance sheet.
At February 28, 2019 and 2018, the Company had no dilutive shares, or common stock equivalents.
5.
Stock-based Compensation
On May 28, 2010, the Board of Directors of the Company adopted the 2010 Stock Plan (the "Plan"). The maximum number of shares of the Company's common stock available for issuance under the Plan is 10,294,500 shares. An aggregate of 5,147,250 shares may be issued under stock options and an aggregate of 5,147,250 shares may be issued in the form of restricted shares.
At February 28, 2019 and 2018, the Company had no outstanding or exercisable stock options.
6.
Commitments
(a)
On January 31, 2007, the Company entered into a consulting agreement with a company whereby it has agreed to pay $7,600 (Cdn$10,000) per month. The Company is obligated to issue a bonus of 5% of the Company's issued and outstanding common shares as of the date of the payment of the bonus upon and only in the event of the discovery of a major commercially viable mineral resource deposit. As at February 28, 2019, the Company has not issued a bonus. During the nine months ended February 28, 2019, the Company recorded consulting fees of $68,785 (Cdn$90,000). During the nine months ended February 28, 2018, the Company recorded consulting fees of $94,042 (Cdn$120,000), which included $70,531 (Cdn$90,000) of consulting fees under the above agreement, and additional consulting fees of $23,511 due to an increase in financing activities (Cdn$30,000) for the three months ended February 28, 2018.
(b)
On April 19, 2016, the Company signed a Share Purchase Agreement with a Director of the Company, whereby the Company will issue, in a private placement, 400,000,000 shares of common stock of the Company in consideration for one-third of the net proceeds that the Director will receive from the sale of the Director's 15% interest in Decision-Zone Inc. The Agreement is subject to the Company increasing its authorized capital of common stock to allow for the issuance of the shares to the Director. As of the date of this filing, the agreement has not yet closed.
7.
Subsequent events
Subsequent to February 28, 2019, the Company received cash proceeds of US$43,785 (Cdn$56,950) relating to share subscriptions.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.
As used in this quarterly report, the terms "we", "us", "our", the "Company" and "Wolverine" mean Wolverine Technologies Corp., unless otherwise indicated.
Corporate History
Our company was incorporated in the State of Nevada on February 23, 2006 and is quoted on the OTC Pink under the symbol WOLV.
Since we began operations in 2006, the Company has been focused primarily on the exploration for and development of base and precious metal properties located in North America. In February, 2007, we acquired a right to earn a 90% interest in approximately 520 claims through a combination of an upfront cash payment of $34,000, an upfront share payment of 34,000,000 common shares of Wolverine, and by making exploration expenditure commitments totaling $600,000 over three years. From 2007 to the present, we spent approximately US$710,757 to earn our 90% interest in the Cache River Property; Shenin Resources Inc. maintains a 10% carried interest in the project.
We have not yet determined whether the Cache River Property contain mineral reserves that are economically recoverable.
Our Current Business
We are an exploration stage mining company engaged in the identification, acquisition, and exploration of metals and minerals with a focus on base and precious metals. Our current operational focus is to raise sufficient funds to continue exploration activities on our property in Labrador, Canada, known as the Cache River Property. We are not currently conducting any exploration on the Cache River Property. We intend to conduct further exploration activities on the Cache River when financing is available. We expect to review other potential exploration projects from time to time as they are presented to us.
On April 19, 2016, Wolverine entered into a Share Purchase Agreement with our Director, David Chalk, pursuant to which we have agreed to issue in a private placement 400,000,000 shares of our common stock in consideration for one-third of the net proceeds that Mr. Chalk may realize from the sale of Mr. Chalk's 15% equity interest in Decision-Zone Inc., a privately held cyber-security software company based in Ontario, Canada. The Agreement is subject to our Company increasing its authorized capital to allow for the issuance of the consideration shares. As of the date of this filing, the agreement has not yet closed.
Cash Requirements
There is limited historical financial information about us upon which to base an evaluation of our performance. We are in the development stage and have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to price and cost increases in services.
Over the next twelve months we intend to use any funds that we may have available to fund our Plan of Operation Not accounting for our working capital deficit of $204,761
as of February 28, 2019, we require additional funds of approximately $100,000 at a minimum to proceed with our plan of operation over the next twelve months. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.
Our auditors have issued a going concern opinion for our year ended May 31, 2018. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated. As at February 28, 2019 we had cash in the amount of $3 and a working capital deficiency in the amount of $204,761. As of February 28, 2019, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.
Plan of Operation
The Plan of Operation for the next 12 months is to raise $100,000 for the Phase 1 exploration program on the Cache River Property.
The work completed to date on the Cache River Property has identified an area that could host significant copper and gold mineralization in a previously unexplored area. A program of prospecting, followed by trenching (if warranted) is recommended to field check all remaining IP anomalies prior to undertaking additional diamond drill holes. A budget estimate of $100,000 should suffice to complete the recommended prospecting and assaying of samples as well as a limited trenching program if required. This budget would also cover costs associated with the required site visit. Further diamond drilling will be dependent on results of the recommended work program.
Phase 1 Program Proposed Expenditures
|
|
$CDN
|
|
Project Management/Staff Costs
|
$
|
7,500
|
|
Geologists/technicians (mapping, prospecting compilation, reporting)
|
$
|
18,000
|
|
Geochemistry - Assaying rock/core (approx. 200 samples)
|
$
|
6,000
|
|
Field Costs (transportation, accommodation, fuel, etc.)
|
$
|
7,500
|
|
Trenching
|
$
|
7,500
|
|
Diamond Drilling - 300 meters all inclusive
|
$
|
42,000
|
|
Subtotal:
|
$
|
88,500
|
|
Contingency ~ 13%
|
$
|
11,500
|
|
Phase 1 Total
|
$
|
100,000
|
|
As at February 28, 2019, we had a cash balance of $3. We will need to raise additional financing to fund our plan of operation over the next 12 months.
The continuation of our business is dependent upon obtaining further financing, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the twelve months ending February 28, 2020.
Corporate Offices
We do not own any real property. Our principal business office is located at #55-11020 Williams Road, Richmond, British Columbia, Canada, V7A 1X8 at a cost of CDN$1,000 per month. We believe that our current lease arrangements provide adequate space for our foreseeable future needs.
Employees
Currently we do not have any employees. The Company utilizes consultants for the management, regulatory, administration, investor relations and geological functions of the Company. We do not expect any material changes in the number of employees over the next 12 month period. We will continue to retain consultants as required.
Critical Accounting Policies
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements. For information regarding our Critical Accounting Policies, see the "Application of Critical Accounting Policies" section in our Form 10-K.
Results of Operations
Three Months Ended February 28, 2019 and February 28, 2018
The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended February 28, 2019 which are included herein.
Three month summary ending February 28, 2019 and February 28, 2018
|
|
Three Months Ended
|
|
|
|
February 28, 2019
|
|
|
February 28, 2018
|
|
Revenue
|
$
|
Nil
|
|
$
|
Nil
|
|
Operating Expenses
|
$
|
(46,061
|
)
|
$
|
(102,156
|
)
|
Other income (expense)
|
$
|
(665
|
)
|
$
|
(5,559
|
)
|
Net Loss
|
$
|
(46,726
|
)
|
$
|
(107,715
|
)
|
Expenses
Our operating expenses for the three month periods ended February 28, 2019 and February 28, 2018 are outlined in the table below:
|
|
Three Months Ended
|
|
|
|
February 28, 2019
|
|
|
February 28, 2018
|
|
General and administrative
|
$
|
(46,061
|
)
|
$
|
(102,156
|
)
|
Mineral exploration costs
|
$
|
-
|
|
$
|
-
|
|
Foreign exchange gain (loss)
|
$
|
(665
|
)
|
$
|
(5,521
|
)
|
Loss on settlement of debt
|
$
|
-
|
|
$
|
(38
|
)
|
General and administrative expenses decreased by $56,095 from $102,156 during the three months ended February 28, 2018 to $46,061 during the three months ended February 28, 2019 primarily as a result of a $40,353 decrease in consulting fees due to a decrease in financing activities.
Nine Months Ended February 28, 2019 and February 28, 2018
The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended February 28, 2019 which are included herein.
Nine month summary ending February 28, 2019 and February 28, 2018
|
|
Nine Months Ended
|
|
|
|
February 28, 2019
|
|
|
February 28, 2018
|
|
Revenue
|
$
|
Nil
|
|
$
|
Nil
|
|
General and administrative
|
$
|
(183,432
|
)
|
$
|
(202,686
|
)
|
Mineral exploration costs
|
$
|
-
|
|
$
|
(222
|
)
|
Other income (expense)
|
$
|
(2,063
|
)
|
$
|
(12,824
|
)
|
Net Loss
|
$
|
(185,495
|
)
|
$
|
(215,732
|
)
|
Expenses
Our operating expenses for the nine month periods ended February 28, 2019 and February 28, 2018 are outlined in the table below:
|
|
Nine Months Ended
|
|
|
|
February 28, 2019
|
|
|
February 28, 2018
|
|
General and administrative
|
$
|
(183,432
|
)
|
$
|
(202,686
|
)
|
Mineral exploration costs
|
$
|
-
|
|
$
|
(222
|
)
|
Foreign exchange gain (loss)
|
$
|
1,023
|
|
$
|
(12,786
|
)
|
Loss on settlement of debt
|
$
|
(3,086
|
)
|
$
|
(38
|
)
|
General and administrative expenses decreased by $19,254 from $202,686 during the nine months ended February 28, 2018 to $183,432 during the nine months ended February 28, 2019 primarily as a result of a $15,109 decrease in consulting fees due to a decrease in financing activities.
Revenue
We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.
Liquidity and Financial Condition
Working Capital
|
|
As At
February 28, 2019
|
|
|
As At
May 31,
2018
|
|
Current assets
|
$
|
5,868
|
|
$
|
21,094
|
|
Current liabilities
|
|
(210,629
|
)
|
|
(198,189
|
)
|
Working capital (deficit)
|
$
|
(204,761
|
)
|
$
|
(177,095
|
)
|
Cash Flows
|
|
Nine Months Ended
|
|
|
|
February 28, 2019
|
|
|
February 28, 2018
|
|
Net Cash Used in Operating Activities
|
$
|
(93,143
|
)
|
$
|
(123,389
|
)
|
Net Cash Provided by Financing Activities
|
|
74,164
|
|
|
152,645
|
|
Net change in cash during period
|
$
|
(18,979
|
)
|
$
|
29,256
|
|
Operating Activities
Net cash used in operating activities during the nine months ended February 28, 2019, was $93,143 compared to $123,389 during the nine months ended February 28, 2018. The decrease was primarily a result of decreased operating expenses during the nine months ended February 28, 2019 as compared to 2018.
Financing Activities
During the nine months ended February 28, 2019, we received $74,164 through the issuance of shares/shares subscribed in private placements and shareholder advances. In the comparable period, the Company received $152,645 in shares subscribed in private placements, shareholder advances and the repayment of shareholder advances in the amount of $32,903.
Contractual Obligations
As a "smaller reporting company", we are not required to provide tabular disclosure obligations.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Recent Accounting Standards
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.