Wolverine Technologies (WOLV) 10-Q 21 Apr 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Feb. 28, 2017	Apr. 21, 2017
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Feb. 28, 2017
Trading Symbol	wolv
Entity Registrant Name	Wolverine Technologies Corp.
Entity Central Index Key	1,424,404
Current Fiscal Year End Date	--05-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		347,020,993
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3

Balance Sheets

Balance Sheets - USD ($)	Feb. 28, 2017	May 31, 2016
Current Assets
Cash	$ 5	$ 2,594
Accounts receivable	4,632	5,097
Accrued interest receivable	0	368
Loans receivable from related party	0	15,256
Prepaid expenses	0	10,000
Total Assets	4,637	33,315
Current Liabilities
Accounts payable and accrued liabilities	194,158	134,963
Due to related parties	42,278	27,351
Total Liabilities	236,436	162,314
Stockholders' Deficit
Common stock, 500,000,000 shares authorized, $0.001 par value 346,520,993 and 315,170,993 shares issued and outstanding, respectively	346,521	315,171
Subscriptions received	17,628	0
Additional paid-in capital	4,882,331	4,793,687
Accumulated deficit	(5,478,279)	(5,237,857)
Total Stockholders' Deficit	(231,799)	(128,999)
Total Liabilities and Stockholders' Deficit	$ 4,637	$ 33,315

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Feb. 28, 2017	May 31, 2016
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	346,520,993	315,170,993
Common Stock, Shares, Outstanding	346,520,993	315,170,993

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016
Operating Expenses
General and administrative	$ 57,826	$ 46,666	$ 228,207	$ 272,594
Write-off of interest and loans receivables	15,993	0	15,993	0
Mineral exploration costs	0	0	0	2,010
Total Operating Expenses	73,819	46,666	244,200	274,604
Net Loss Before Other Expenses	(73,819)	(46,666)	(244,200)	(274,604)
Other Income (Expenses)
Interest income	191	166	570	166
Foreign exchange loss	(613)	(508)	(409)	(3,267)
Gain (loss) on settlement of debt	0	60	3,617	(2,940)
Net Loss	$ (74,241)	$ (46,948)	$ (240,422)	$ (280,645)
Net Loss Per Share, Basic and Diluted	$ 0	$ 0	$ 0	$ 0
Weighted Average Shares Outstanding	346,520,993	294,871,000	334,118,795	285,286,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016
Operating Activities
Net loss	$ (240,422)	$ (280,645)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of prepaid from shares issued for services	17,000	0
(Gain) loss on settlement of debt	(3,617)	2,940
Write-off of interest and loans receivable	15,993	0
Changes in operating assets and liabilities:
Accounts receivable	0	(924)
Accounts payable	114,134	77,855
Accounts payable to related party	13,230	(17,550)
Prepaid expenses	0	5,000
Net Cash Used in Operating Activities	(83,682)	(213,324)
Investing Activities
Investment in related party loans receivable	0	(14,780)
Net Cash Provided by (Used in) Investing Activities	0	(14,780)
Financing Activities
Proceeds from issuance of common stock	63,369	138,309
Proceeds from common stock subscriptions	17,628	0
Net Cash Provided by Financing Activities	80,997	138,309
Effect of foreign currency on cash	96	0
Decrease in Cash	(2,589)	(89,795)
Cash, Beginning of Period	2,594	89,934
Cash, End of Period	5	139
Non-cash Investing and Financing Activities:
Shares issued to settle accounts payable	35,625	53,940
Shares issued to settle related party debt	14,000	0
Expenses paid by related party	15,697	0
Shares issued for prepaid services	7,000	0
Supplemental Disclosures:
Interest paid	0	0
Income taxes paid	$ 0	$ 0

Organization

Organization	9 Months Ended
	Feb. 28, 2017
Organization [Text Block]	1. Organization 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 from mineral exploration to cyber security. On April 14, 2015, the Company entered into a Share Exchange and Royalty Agreement pursuant to which the Company will acquire 25% interest in the process technology and cyber security company ENIGMAMobil Inc. (“Enigma”). Refer to Note 7. Enigma is in the business of developing security applications for cyber systems focusing on the mobile smartphone markets. This agreement has not yet closed. Effective August 12, 2015, the Company changed its name from Wolverine Exploration Inc. to Wolverine Technologies Corp. The accompanying financial statements of Wolverine Technologies Corp. (the “Company”) should 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, 2016. 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 generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. The Company and/or Enigma plans to raise financing of debt or equity for an aggregate of $2,500,000 prior to the closing of the Enigma Share Exchange and Royalty Agreement described in Note 7. There can be no assurance that additional financing will be available when needed or, if available, that it can be obtained on commercially reasonable terms. As February 28, 2017, the Company has a working capital deficiency of $231,799 and has accumulated losses of $5,478,279 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	9 Months Ended
	Feb. 28, 2017
Recent Accounting Pronouncements [Text Block]	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.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Feb. 28, 2017
Related Party Transactions [Text Block]	3. Related Party Transactions (a) During the nine months ended February 28, 2017, the Company incurred consulting fees of $22,613 (2016 - $20,975) to a company controlled by the President of the Company. (b) During the nine months ended February 28, 2017, the Company incurred consulting fees of $22,466 (2016 - $52,255) to a Director of the Company. (c) As at February 28, 2017, the Company owes $15,697 (May 31, 2016 - $9,120) to a company controlled by the President of the Company, which is non-interest bearing, unsecured and due on demand. This amount represents expenses paid by the related party on behalf of the Company. (d) As at February 28, 2017, the Company owes $26,581 (May 31, 2016 - $18,231) to a Director of the Company, which is non-interest bearing, unsecured and due on demand. (e) On December 7, 2015, in exchange for prior advances, the Company received a $15,060 (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 February 28, 2017, the loan was in default and the Company wrote-off accrued interest of $933 (Cdn$1,239) and the principal amount of $15,060 (Cdn$20,000).

Common Stock

Common Stock	9 Months Ended
	Feb. 28, 2017
Common Stock [Text Block]	4. Common Stock Stock transactions during the nine months ended February 28, 2017: (a) On September 16, 2016, the Company issued 13,100,000 shares of common stock pursuant to a private placement at Cdn$0.005 per share for proceeds of $50,869 (Cdn$65,500). (b) On September 16, 2016, the Company issued 2,500,000 shares of common stock pursuant to a private placement at $0.005 per share for proceeds of $12,500. (c) On September 16, 2016, the Company issued 9,750,000 shares of common stock with a fair value of $35,625 to settle accounts payable of $37,994, resulting in a gain on settlement of debt of $2,369. (d) On September 16, 2016, the Company issued 4,000,000 shares of common stock with a fair value of $14,000 to settle related party accounts payable of $15,248, resulting in a gain on settlement of debt of $1,248. (e) On September 16, 2016, the Company issued 2,000,000 shares of common stock with a fair value of $7,000 for services to be completed over a four-month period, commencing on the date of the agreement. Refer to Note 6. (f) During the nine months ended February 28, 2017, the Company received cash proceeds of $17,628 (Cdn$21,000) relating to a subsequent issuance of 4,700,000 shares of common stock.

Stock-based Compensation

Stock-based Compensation	9 Months Ended
	Feb. 28, 2017
Stock-based Compensation [Text Block]	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. A summary of the Company’s 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: February 28, 2017 – – – $ – May 31, 2016 200,000 $ 0.05 0.28 $ – On September 9, 2016, 200,000 outstanding stock options exercisable at $0.05 per share expired without exercise.

Commitments

Commitments	9 Months Ended
	Feb. 28, 2017
Commitments [Text Block]	6. Commitments On January 31, 2007, the Company entered into a consulting agreement with a company whereby it has agreed to pay $7,530 (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, 2017, the Company has not issued a bonus. During the nine months ended February 28, 2017, the Company recorded consulting fees of $68,388 (Cdn$90,000). On September 7, 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 $7,000 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 September 16, 2016 and was considered a prepaid expense. As at February 28, 2017, the amount has been fully amortized resulting in a prepaid balance of $nil.

Subsequent Events

Subsequent Events	9 Months Ended
	Feb. 28, 2017
Subsequent Events [Text Block]	7. Subsequent Events (a) On April 14, 2015, the Company entered into a Share Exchange and Royalty Agreement pursuant to which the Company will acquire 25% interest in the process technology and cyber security company ENIGMAMobil Inc. (“Enigma”) for the purchase price of $3,000,000, to be paid in shares of common stock of the Company. The Company will also receive 25% royalty of all gross revenue received by Enigma from the sale of licenses of ENIGMAMobil™ mobile security app. The Company agreed to issue a 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 April 21, 2017, the agreement has not yet closed. (b) On April 19, 2016, the Company signed a Share Purchase Agreement with a Director of the Company, whereby the Company will issue, in a private placement, 400,000,000 shares of common stock of the Company in consideration for one-third of the net proceeds that the Director will receive from the sale of the 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. At April 21, 2017, the agreement has not yet closed.

Stock-based Compensation (Table

Stock-based Compensation (Tables)	9 Months Ended
	Feb. 28, 2017
Stock Option Activity [Table Text Block]	Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Life (years) Value Outstanding and exercisable: February 28, 2017 – – – $ – May 31, 2016 200,000 $ 0.05 0.28 $ –

Organization (Narrative) (Detai

Organization (Narrative) (Details)	9 Months Ended
	Feb. 28, 2017USD ($)
Organization 1	25.00%
Organization 2	$ 2,500,000
Organization 3	231,799
Organization 4	$ 5,478,279

Related Party Transactions (Nar

Related Party Transactions (Narrative) (Details)	9 Months Ended
	Feb. 28, 2017USD ($)	Feb. 28, 2017CAD
Related Party Transactions 1	$ 22,613
Related Party Transactions 2	20,975
Related Party Transactions 3	22,466
Related Party Transactions 4	52,255
Related Party Transactions 5	15,697
Related Party Transactions 6	9,120
Related Party Transactions 7	26,581
Related Party Transactions 8	18,231
Related Party Transactions 9	$ 15,060
Related Party Transactions 10 | CAD		CAD 20,000
Related Party Transactions 11	5.00%	5.00%
Related Party Transactions 12	$ 933
Related Party Transactions 13 | CAD		CAD 1,239
Related Party Transactions 14	$ 15,060
Related Party Transactions 15 | CAD		CAD 20,000

Common Stock (Narrative) (Detai

Common Stock (Narrative) (Details)	9 Months Ended
	Feb. 28, 2017USD ($)$ / sharesshares	Feb. 28, 2017CADCAD / sharesshares
Common Stock 1 | shares	13,100,000	13,100,000
Common Stock 2 | CAD / shares		CAD 0.005
Common Stock 3	$ 50,869
Common Stock 4 | CAD		CAD 65,500
Common Stock 5 | shares	2,500,000	2,500,000
Common Stock 6 | $ / shares	$ 0.005
Common Stock 7	$ 12,500
Common Stock 8 | shares	9,750,000	9,750,000
Common Stock 9	$ 35,625
Common Stock 10	37,994
Common Stock 11	$ 2,369
Common Stock 12 | shares	4,000,000	4,000,000
Common Stock 13	$ 14,000
Common Stock 14	15,248
Common Stock 15	$ 1,248
Common Stock 16 | shares	2,000,000	2,000,000
Common Stock 17	$ 7,000
Common Stock 18	$ 17,628
Common Stock 19 | CAD		CAD 21,000
Common Stock 20 | shares	4,700,000	4,700,000

Stock-based Compensation (Narra

Stock-based Compensation (Narrative) (Details)	9 Months Ended
	Feb. 28, 2017$ / sharesshares
Stock-based Compensation 1	10,294,500
Stock-based Compensation 2	5,147,250
Stock-based Compensation 3	5,147,250
Stock-based Compensation 4	200,000
Stock-based Compensation 5 | $ / shares	$ 0.05

Commitments (Narrative) (Detail

Commitments (Narrative) (Details) - 9 months ended Feb. 28, 2017	USD ($)CAD / moshares	CADCAD / moshares
Commitments 1	$ 7,530
Commitments 2 | CAD / mo	10,000	10,000
Commitments 3	5.00%	5.00%
Commitments 4	$ 68,388
Commitments 5 | CAD		CAD 90,000
Commitments 6 | shares	2,000,000	2,000,000
Commitments 7	$ 7,000
Commitments 8 | shares	2,000,000	2,000,000
Commitments 9	$ 0

Subsequent Events (Narrative) (

Subsequent Events (Narrative) (Details)	9 Months Ended
	Feb. 28, 2017USD ($)shares
Subsequent Events 1	25.00%
Subsequent Events 2 | $	$ 3,000,000
Subsequent Events 3	25.00%
Subsequent Events 4 | shares	30,000,000
Subsequent Events 5 | $	$ 2,500,000
Subsequent Events 6 | shares	400,000,000
Subsequent Events 7	15.00%

Stock Option Activity (Details)

Stock Option Activity (Details)	9 Months Ended
	Feb. 28, 2017USD ($)
Stock-based Compensation Stock Option Activity 1	$ 0
Stock-based Compensation Stock Option Activity 2	0
Stock-based Compensation Stock Option Activity 3	0
Stock-based Compensation Stock Option Activity 4	0
Stock-based Compensation Stock Option Activity 5	$ 200,000
Stock-based Compensation Stock Option Activity 6	0.05
Stock-based Compensation Stock Option Activity 7	0.28
Stock-based Compensation Stock Option Activity 8	$ 0