UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2018
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ___________
Commission File Number 000-53767
WOLVERINE TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 98-0569013 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| #55-11020 Williams Road, Richmond, British Columbia, Canada | V7A 1X8 |
| (Address of principal executive offices) | (Zip Code) |
778.297.4409
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[ X ] YES [ ] NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [ X ] |
| Emerging growth company [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
[ ] YES [ X ] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
432,420,993 common shares issued and outstanding as April 20, 2018
2
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements.
Our unaudited interim financial statements for the three and nine month period ended February 28, 2018 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.
3
WOLVERINE TECHNOLOGIES CORP.
February 28, 2018
(Expressed in U.S. dollars)
(Unaudited)
WOLVERINE TECHNOLOGIES CORP.
Balance Sheets
(Expressed in U.S. dollars)
(Unaudited)
| February 28, | May 31, | |||||
| 2018 | 2017 | |||||
| $ | $ | |||||
| ASSETS | ||||||
| Current Assets | ||||||
| Cash | 29,303 | 47 | ||||
| Other receivable | 7,308 | 1,733 | ||||
| Total Assets | 36,611 | 1,780 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||
| Current Liabilities | ||||||
| Accounts payable and accrued liabilities | 182,539 | 205,436 | ||||
| Advances from shareholder (Note 3) | – | 15,950 | ||||
| Short term debt – related parties (Note 3) | 30,540 | 59,023 | ||||
| Total Liabilities | 213,079 | 280,409 | ||||
| Stockholders’ Deficit | ||||||
| Common stock, 500,000,000 shares authorized, $0.001 par value 420,420,993 and 346,520,993 shares issued and outstanding at February 28, 2018 and May 31, 2017, respectively | 420,421 | 346,521 | ||||
| Subscriptions received | 45,708 | 26,798 | ||||
| Additional paid-in capital | 5,107,414 | 4,882,331 | ||||
| Accumulated deficit | (5,750,011 | ) | (5,534,279 | ) | ||
| Total Stockholders’ Deficit | (176,468 | ) | (278,629 | ) | ||
| Total Liabilities and Stockholders’ Deficit | 36,611 | 1,780 |
(The accompanying notes are an integral part of these unaudited financial statements)
F-2
WOLVERINE TECHNOLOGIES CORP.
Statements of Operations
(Expressed in U.S. dollars)
(Unaudited)
| Three Months | Three Months | Nine months | Nine months | |||||||||
| Ended | Ended | Ended | Ended | |||||||||
| February 28, | February 28, | February 28, | February 28, | |||||||||
| 2018 | 2017 | 2018 | 2017 | |||||||||
| $ | $ | $ | $ | |||||||||
| Operating Expenses | ||||||||||||
| General and administrative | 102,156 | 57,826 | 202,686 | 228,207 | ||||||||
| Write-off of interest and loans receivables | – | 15,993 | – | 15,993 | ||||||||
| Mineral exploration costs | – | – | 222 | – | ||||||||
| Total Operating Expenses | 102,156 | 73,819 | 202,908 | 244,200 | ||||||||
| Net Loss Before Other Expenses | (102,156 | ) | (73,819 | ) | (202,908 | ) | (244,200 | ) | ||||
| Other Income (Expenses) | ||||||||||||
| Interest income | – | 191 | – | 570 | ||||||||
| Foreign exchange gain (loss) | (5,521 | ) | (613 | ) | (12,786 | ) | (409 | ) | ||||
| Gain (loss) on settlement of debt | (38 | ) | – | (38 | ) | 3,617 | ||||||
| Net Loss | (107,715 | ) | (74,241 | ) | (215,732 | ) | (240,422 | ) | ||||
| Net Loss Per Common Share, Basic and Diluted | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||
| Weighted Average Common Shares Outstanding, Basic and Diluted | 358,016,549 | 346,520,993 | 369,829,052 | 334,118,795 |
(The accompanying notes are an integral part of these unaudited financial statements)
F-3
WOLVERINE TECHNOLOGIES CORP.
Statements of Cash Flows
(Expressed in U.S. dollars)
(Unaudited)
| Nine Months | Nine Months | |||||
| Ended | Ended | |||||
| February 28, | February 28, | |||||
| 2018 | 2017 | |||||
| $ | $ | |||||
| Operating Activities | ||||||
| Net loss | (215,732 | ) | (240,422 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Amortization of prepaid from shares issued for services | – | 17,000 | ||||
| (Gain) loss on settlement of debt | 38 | (3,617 | ) | |||
| Write-off of interest and loan receivable | – | 15,993 | ||||
| Changes in operating assets and liabilities: | ||||||
| Other receivable | (5,575 | ) | – | |||
| Accounts payable | 122,498 | 114,134 | ||||
| Due to related parties | (11,832 | ) | 13,230 | |||
| Net Cash Used in Operating Activities | (110,603 | ) | (83,682 | ) | ||
| Financing Activities | ||||||
| Proceeds from issuance of common stock | 129,035 | 63,369 | ||||
| Proceeds from common stock subscriptions | 45,708 | 17,628 | ||||
| Advances from shareholder | 10,805 | – | ||||
| Repayment on advances to shareholder | (32,903 | ) | – | |||
| Net Cash Provided by Financing Activities | 152,645 | 80,997 | ||||
| Effect of foreign currency on cash | (12,786 | ) | 96 | |||
| Increase (decrease) in Cash | 29,256 | (2,589 | ) | |||
| Cash, Beginning of Period | 47 | 2,594 | ||||
| Cash, End of Period | 29,303 | 5 | ||||
| Non-cash Investing and Financing Activities: | ||||||
| Payments made by shareholders on behalf of Company | 7,021 | 15,697 | ||||
| Shares issued to settle accounts payable | 126,750 | 35,625 | ||||
| Shares issued to settle related party accounts payable | 16,400 | 14,000 | ||||
| Stock issued for prior year subscriptions | 26,798 | – | ||||
| Shares issued for prepaid services | – | 7,000 | ||||
| Supplemental Disclosures: | ||||||
| Interest paid | – | – | ||||
| Income taxes paid | – | – |
(The accompanying notes are an integral part of these unaudited financial statements)
F-4
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
February 28, 2018
(Expressed in U.S. dollars)
(unaudited)
| 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 to include cyber security. On April 14, 2015, the Company entered into a Share Exchange and Royalty Agreement pursuant to which the Company would acquire 25% interest in the process technology and cyber security company ENIGMAMobil Inc. (“Enigma”). Enigma is in the business of developing security applications for cyber systems focusing on the mobile smartphone markets. On December 31, 2017, the parties agreed to let the Share Exchange and Royalty Agreement expire to enable the Company to focus on its indirect interest in Decision-Zone Inc. which the Company acquired through a Share Purchase Agreement, which was announced April 19, 2016. The Company will no longer be pursuing an interest in Enigma. Refer to Note 7. 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, 2017. 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, 2018, the Company has a working capital deficiency of $176,468 and has accumulated losses of $5,750,011 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
| 2. | 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, 2018, the Company incurred consulting fees of $26,766 (2017 - $22,613) to a company controlled by the President of the Company. | |
| (b) | During the nine months ended February 28, 2018, the Company incurred consulting fees of $23,418 (2017 - $22,466) to a Director of the Company. | |
| (c) | As at February 28, 2018, the Company owes $17,582 (May 31, 2017 - $21,765) 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, 2018, the Company owes $12,958 (May 31, 2017 - $37,257) to a Director of the Company, which is non-interest bearing, unsecured and due on demand. | |
| (e) | As at February 28, 2017, the Company owes $0 (May 31, 2017 - $15,950) to a shareholder of the Company, which is non-interest bearing, unsecured and due on demand. During the nine months ended November 30, 2017 the change consisted of advances to the Company of $10,805 and expenses incurred on behalf of the Company of $7,021, and repayment of $32,903. On February 14, 2018, the Company issued 10,000,000 shares of common stock with a fair value of $41,000 to settle Cdn$50,000 ($39,844) of amounts owing to a shareholder, resulting in a loss on settlement of debt of $1,156. We note the shareholder is not considered a related party as he owns less than 5% of the shares outstanding as of balance sheet date and does not have significant influence in the Company. |
F-4
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
February 28, 2018
(Expressed in U.S. dollars)
(unaudited)
| (f) | On February 14, 2018, the Company issued 4,000,000 shares of common stock with a fair value of $16,400 to settle Cdn$20,000 ($15,938) of amounts owing to a company controlled by the President of the Company, resulting in a loss on settlement of debt of $462 |
| 4. | Common Stock |
Stock transactions during the nine months ended February 28, 2018:
| (a) | On February 14, 2018, the Company issued 31,700,000 shares of common stock with a fair value of $85,750 to settle accounts payable of $126,750, resulting in a gain on settlement of $424. | |
| (b) | On February 14, 2018, the Company issued 4,000,000 shares of common stock with a fair value of $16,400 to settle related party accounts payable of $15,938 (Cdn$20,000), resulting in a loss on settlement of $462. | |
| (c) | On February 14, 2018, the Company issued 5,000,000 shares of common stock pursuant to a private placement at $0.005 per share for proceeds of $25,000. | |
| (d) | On February 14, 2018, the Company issued 33,200,000 shares of common stock pursuant to a private placement at Cdn$0.005 per share for proceeds of $130,833 (Cdn$166,000). Proceeds of $26,798 (Cdn$36,000) which were received during the year ended May 31, 2017. | |
| (e) | In February 2018, the Company received cash proceeds of $45,708 (Cdn$58,000) relating to share subscriptions. The shares were unissued at February 28, 2018 and the amounts received have been reflected in stock subscriptions received in the balance sheet. These shares have been issued subsequent to February 28, 2018. |
| 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. As at February 28, 2018, the Company did not have outstanding stock options.
| 6. | Commitments |
On January 31, 2007, the Company entered into a consulting agreement with a company whereby it has agreed to pay $7,407 (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, 2018, the Company has not issued a bonus. 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.
| 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. Both parties mutually agreed to let the agreement expire in the current fiscal year. | |
| (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. |
F-5
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
February 28, 2018
(Expressed in U.S. dollars)
(unaudited)
| (c) | In February 2018, the Company received cash proceeds of $45,276 (Cdn$58,000) relating to share subscriptions. The shares were unissued at February 28, 2018 and the amounts received have been reflected in stock subscriptions received in the balance sheet. These shares have been issued subsequent to February 28, 2018. |
F-6
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Forward-Looking Statements
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) 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.
Enigma Mobil Transaction
On April 14, 2015 Wolverine entered into a Share Exchange and Royalty Agreement with ENIGMAMobil Inc. (“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
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-Q, 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 Company’s current issued and outstanding shares, Enigma would acquire 46% of the Company’s voting securities.
The Share Exchange and Royalty Agreement may be terminated if the transaction does not close by December 31, 2017, unless extended by mutual agreement of the parties. On December 31, 2017 the parties agreed to let the Share Exchange & Royalty Agreement expire to enable Wolverine to focus on its indirect interest in Decision-Zone Inc. which Wolverine acquired through a Share Purchase Agreement with Dr. David Chalk, which was announced April 19, 2016. Wolverine will no longer be pursuing an interest in Enigma.
Background on Enigma
Enigma is a private corporation incorporated in the Province of Alberta on September 6, 2013. Enigma’s 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 Enigma’s planned Enigma™ SECURE mobile security application for the protection against unauthorized computer intrusion and fraud on wireless devices and mobile smartphones.
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-Q, 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.
Enigma LOI’s
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 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.
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.
5
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 $176,468as of February 28, 2018, 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, 2017. 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, 2018 we had cash in the amount of $29,303 and a working capital deficiency in the amount of $176,468 As of February 28, 2018, 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, 2018, we had a cash balance of $29,303. 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.
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.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the twelve months ending February 28, 2019.
Corporate Offices
We do not own any real property. Our principal business office is located at #55-11020 Williams Road, Richmond, British Columbia, Canada, V7A 1X8 at a cost of CDN$1,000 per month. We believe that our current lease arrangements provide adequate space for our foreseeable future needs.
Employees
Currently we do not have any employees. The Company utilizes consultants for the management, regulatory, administration, investor relations and geological functions of the Company. We do not expect any material changes in the number of employees over the next 12 month period. We will continue to retain consultants as required.
Critical Accounting Policies
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Mineral Property Costs
Our company has been in the exploration stage since inception and has not yet realized any revenues from its operations. We are primarily engaged in the acquisition and exploration of mineral exploration properties. We expense mineral property exploration costs as they are incurred. Mineral property acquisition costs are initially capitalized, when incurred. Our company assesses the carrying costs for impairment under ASC 360, “Property, Plant and Equipment” at each fiscal quarter end. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
Long-Lived Assets
In accordance with ASC 360, “Property, Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
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Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
Results of Operations
Three Months Ended February 28, 2018 and February 28, 2017
The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended February 28, 2018 which are included herein.
Three month summary ending February 28, 2018 and February 28, 2017
| Three Months Ended | ||||||
| February 28, 2018 | February 28, 2017 | |||||
| Revenue | $ | Nil | $ | Nil | ||
| Operating Expenses | $ | (102,156 | ) | $ | (73,819 | ) |
| Other expense | $ | (5,559 | ) | $ | (422 | ) |
| Net Loss | $ | (107,715 | ) | $ | (74,241 | ) |
Nine Months Ended February 28, 2018 and February 28, 2017
The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended February 28, 2018 which are included herein.
Nine month summary ending February 28, 2017 and February 28, 2017
| Nine Months Ended | ||||||
| February 28, 2018 | February 28, 2017 | |||||
| Revenue | $ | Nil | $ | Nil | ||
| Operating Expenses | $ | (202,908 | ) | $ | (244,200 | ) |
| Other income (expenses) | $ | (12,824 | ) | $ | 3,778 | |
| Net Loss | $ | (215,732 | ) | $ | (240,422 | ) |
Expenses
Our operating expenses for the three month periods ended February 28, 2018 and February 28, 2017 are outlined in the table below:
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| Three Months Ended | ||||||
| February 28, 2018 | February 28, 2017 | |||||
| General and administrative | $ | 102,156 | $ | 57,826 | ||
| Write-off of interest and loan receivables | $ | - | $ | 15,993 | ||
General and administrative expenses increased by $44,330 from $57,826 during the three months ended February 28, 2017 to $102,156 during the three months ended February 28, 2018 primarily as a result of an increase in consulting fees of $23,277, an increase in transfer agent and filing fees of $11,220, and an increase in accounting fees of $8,606.
Our operating expenses for the nine month periods ended February 28, 2018 and February 28, 2017 are outlined in the table below:
| Nine Months Ended | ||||||
| February 28, 2018 | February 28, 2017 | |||||
| General and administrative | $ | 202,686 | $ | 228,207 | ||
| Write-off of interest and loan receivables | $ | - | $ | 15,993 | ||
| Mineral exploration costs | $ | 222 | $ | - | ||
General and administrative expenses decreased by $25,521 from $228,207 during the nine months ended February 28, 2017 to $202,686 during the nine months ended February 28, 2018 primarily as a result of a decrease in investor relations of $17,000, a decrease in legal fees of $16,359, and a decrease in consulting fees of $5,209 offset by an increase in transfer agent and filing fees of $6,943 an increase in accounting fees of $5,096.
Revenue
We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.
Liquidity and Financial Condition
Working Capital
| As At | As At | |||||
| February 28, | May 31, | |||||
| 2018 | 2017 | |||||
| Current assets | $ | 36,611 | $ | 1,780 | ||
| Current liabilities | 213,079 | 280,409 | ||||
| Working capital (deficit) | $ | (176,468 | ) | $ | (278,629 | ) |
Cash Flows
| Nine Months Ended | ||||||
| February 28, | February 28, | |||||
| 2018 | 2017 | |||||
| Net Cash Used in Operating Activities | $ | (110,603 | ) | $ | (83,682 | ) |
| Net Cash Provided by Investing Activities | - | - | ||||
| Net Cash Provided by Financing Activities | 152,645 | 80,997 | ||||
| Effect of Foreign Exchange on Cash | (12,786 | ) | 96 | |||
| Net increase (decrease) in cash during period | $ | 29,256 | $ | (2,589 | ) | |
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Operating Activities
Net cash used in operating activities during the nine months ended February 28, 2018, was $110,603 compared to $83,682 during the nine months ended February 28, 2017. The increase was primarily a result of greater increases in accounts payable and accounts payable to related parties during the nine months ended February 28, 2017 than the nine months ended February 28, 2018. This was partially offset by a reduction in net loss from $240,422 during the nine months ended February 28, 2017 to $215,732 during the nine months ended February 28, 2018.
Financing Activities
During the nine months ended February 28, 2018, we received $152,645 through the issuance of shares/shares subscribed in private placements and net shareholder advances. During the period the Company repaid shareholder advances in the amount of $32,903. In the comparable period, the Company received $80,997 through the issuance of shares/shares subscribed in private placements and shareholder advances.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Recent Accounting Standards
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| Item 4. | Controls and Procedures |
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under theSecurities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
As of February 28, 2018, the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer, principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, and in light of weakness identified in our internal controls over financial reporting which were disclosed in our Annual Report on Form 10-K for the year ended May 31, 2017, our president (also our principal executive officer, principal financial and accounting officer) concluded that our disclosure controls and procedures were not effective.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended February 28, 2018 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II
OTHER INFORMATION
| Item 1. | Legal Proceedings |
We are not a party to any pending legal proceedings and, to the best of our knowledge, none of our property or assets are the subject of any pending legal proceedings
| Item 1A. | Risk Factors |
Much of the information included in this annual report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”.
If we do not obtain additional financing, the business plan will fail.
Our current operating funds are insufficient to complete the next phases of our proposed exploration program on our Labrador mineral claims. We will need to obtain additional financing in order to complete our business plan and our proposed exploration program. Our business plan calls for significant expenses in connection with the exploration of the Labrador Claims. We have not made arrangements to secure any additional financing.
Because we have only recently commenced business operations, we face a high risk of business failure and this could result in a total loss of your investment.
We are not currently conducting any exploration and are in the initial stages of exploration of the Labrador Claims, and thus 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.
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.
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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 company’s 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 company’s 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 company’s 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.
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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 company’s 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, 2017 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 company’s 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 SEC’s penny stock regulations which may limit a stockholder’s 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 customer’s 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 customer’s 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 purchaser’s 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.
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OTC Markets has placed a "Shell Risk" identifier on the Company's page on OTC Markets website.
OTC Markets has placed a "Shell Risk" identifier on the Company's page on OTC Markets website. The Company is not in agreement that it is a "Shell Company" as defined in Rule 12b-2 of the Exchange Act due to the operations conducted by the Company in the past few years in the technology sector, and that such operations have been more than nominal. If advisable or beneficial for the Company or its shareholders, the Company may elect to pursue the appeal process with OTC Markets to have the "Shell Risk" identifier removed.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
On February 14, 2018, we issued 33,200,000 shares of our common stock in a private placement at a purchase price of CDN $0.005 raising gross proceeds of CDN $166,000. We have issued all of the shares to twelve (12) 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 February 14, 2018, we issued 5,000,000 shares of our common stock in a private placement at a purchase price of USD $0.005 raising gross proceeds of USD $25,000. We have issued all of securities to two (2) U.S. persons (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 February 14, 2018, we issued 33,700,000 shares of our common stock pursuant to debt settlement agreements with fifteen (15) individuals. The deemed price of the shares issued was CDN $0.005 per share. We have issued all of the shares to fifteen (15) 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 February 14, 2018, we issued 2,000,000 shares of our common stock pursuant to a debt settlement agreement with one (1) individual. The deemed price of the shares issued was USD $0.005 per share. We have issued all of the shares to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
On April 17, 2018, we issued 11,600,000 shares of our common stock in a private placement at a purchase price of CDN $0.005 raising gross proceeds of CDN $58,000. 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.
| Item 3. | Defaults Upon Senior Securities |
None.
| Item 4. | Mine Safety disclosures |
N/A.
| Item 5. | Other Information |
None.
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| Item 6. | Exhibits |
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| Exhibit | |
| Number | Description |
| (32) | Section 1350 Certifications |
| 32.1* | Section 906 Certifications under Sarbanes-Oxley Act of 2002 |
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WOLVERINE TECHNOLOGIES CORP. | |
| (Registrant) | |
| Dated: April 20, 2018 | /s/ Richard Haderer |
| Richard Haderer | |
| Chief Executive Officer, Chief Financial Officer | |
| and Director | |
| (Principal Executive Officer, Principal Financial | |
| Officer and Principal Accounting Officer) |
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