Wolverine Technologies (WOLV) 10-Q 2 Sep 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Feb. 28, 2021	Sep. 02, 2021
Cover [Abstract]
Entity Registrant Name	Wolverine Technologies Corp.
Entity Central Index Key	0001424404
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Feb. 28, 2021
Current Fiscal Year End Date	--05-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		675,626,548
Entity Current Reporting Status	No
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Interactive Data Current	No

Balance Sheets

Balance Sheets - USD ($)	Feb. 28, 2021	May 31, 2020
Current Assets
Cash	$ 0	$ 3,177
GST receivable	7,069	3,946
Total Assets	7,069	7,123
Current Liabilities
Bank indebtedness	184
Accounts payable and accrued liabilities	226,389	144,968
Short term debt - related parties	78,161	47,240
Total Liabilities	304,734	192,208
Commitments and Contingencies	0	0
Stockholders' Deficit
Common stock, 2,000,000,000 shares authorized, $0.001 par value 635,626,548 and 630,626,548 shares issued and outstanding at February 28, 2021 and May 31, 2020, respectively	635,627	630,627
Subscriptions received		10,736
Additional paid-in capital	5,483,001	5,477,265
Accumulated deficit	(6,416,293)	(6,303,713)
Total Stockholders' Deficit	(297,665)	(185,085)
Total Liabilities and Stockholders' Deficit	$ 7,069	$ 7,123

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Feb. 28, 2021	May 31, 2020
Statement of Financial Position [Abstract]
Common Stock, Shares Authorized	2,000,000,000	2,000,000,000
Common Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	635,626,548	630,626,548
Common Stock, Shares, Outstanding	635,626,548	630,626,548

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2021	Feb. 29, 2020	Feb. 28, 2021	Feb. 29, 2020
Operating Expenses
General and administrative	$ 34,101	$ 64,935	$ 103,665	$ 191,163
Mineral property exploration costs	911		2,342
Total Operating Expenses	35,012	64,935	106,007	191,163
Net Loss Before Other Expenses	(35,012)	(64,935)	(106,007)	(191,163)
Other Income (Expense)
Gain on forgiveness of debt				2,747
Foreign exchange (loss) gain	(1,460)	168	(6,573)	(3,591)
Loss on settlement of debt		(45,651)		(43,764)
Total Other Income (Expense)	(1,460)	(45,483)	(6,573)	(44,608)
Net Loss	$ (36,472)	$ (110,418)	$ (112,580)	$ (235,771)
Net Loss Per Common Share, Basic and Diluted (in dollars per share)	$ 0	$ 0	$ 0	$ 0
Weighted Average Common Shares Outstanding, Basic and Diluted (in shares)	635,126,548	543,969,040	635,126,548	523,927,766

Statements of Changes in Stockh

Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Subscriptions Received [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Beginning Balance at May. 31, 2019	$ 477,271	$ 60,862	$ 5,238,347	$ (6,011,546)	$ (235,066)
Beginning Balance (Shares) at May. 31, 2019	477,270,993
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock subscribed for cash		43,500			43,500
Common stock issued for cash	$ 5,000		7,349		12,349
Common stock issued for cash (Shares)	5,000,000
Common stock issued for subscription payable	$ 16,200	(60,862)	44,662
Common stock issued for subscription payable (Shares)	16,200,000
Common stock issued to settle debt	$ 1,500		1,500		3,000
Common stock issued to settle debt (Shares)	1,500,000
Net loss for the period				(65,010)	(65,010)
Ending Balance at Aug. 31, 2019	$ 499,971	43,500	5,291,858	(6,076,556)	(241,227)
Ending Balance (Shares) at Aug. 31, 2019	499,970,993
Beginning Balance at May. 31, 2019	$ 477,271	60,862	5,238,347	(6,011,546)	(235,066)
Beginning Balance (Shares) at May. 31, 2019	477,270,993
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock subscribed for cash					89,750
Net loss for the period					(235,771)
Ending Balance at Feb. 29, 2020	$ 561,738	69,262	5,415,391	(6,247,317)	(200,926)
Ending Balance (Shares) at Feb. 29, 2020	561,797,659
Beginning Balance at Aug. 31, 2019	$ 499,971	43,500	5,291,858	(6,076,556)	(241,227)
Beginning Balance (Shares) at Aug. 31, 2019	499,970,993
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock subscribed for cash		9,750			9,750
Net loss for the period				(60,343)	(60,343)
Ending Balance at Nov. 30, 2019	$ 499,971	53,250	5,291,858	(6,136,899)	(291,820)
Ending Balance (Shares) at Nov. 30, 2019	499,970,993
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock subscribed for cash		16,012			16,012
Common stock issued to settle debt	$ 61,767		123,533		185,300
Common stock issued to settle debt (Shares)	61,766,666
Net loss for the period				(110,418)	(110,418)
Ending Balance at Feb. 29, 2020	$ 561,738	69,262	5,415,391	(6,247,317)	(200,926)
Ending Balance (Shares) at Feb. 29, 2020	561,797,659
Beginning Balance at May. 31, 2020	$ 630,627	10,736	5,477,265	(6,303,713)	(185,085)
Beginning Balance (Shares) at May. 31, 2020	630,626,548
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss for the period				(36,862)	(36,862)
Ending Balance at Aug. 31, 2020	$ 630,627	10,736	5,477,265	(6,340,575)	(221,947)
Ending Balance (Shares) at Aug. 31, 2020	630,626,548
Beginning Balance at May. 31, 2020	$ 630,627	10,736	5,477,265	(6,303,713)	(185,085)
Beginning Balance (Shares) at May. 31, 2020	630,626,548
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss for the period					(112,580)
Ending Balance at Feb. 28, 2021	$ 635,627	0	5,483,001	(6,416,293)	(297,665)
Ending Balance (Shares) at Feb. 28, 2021	635,626,548
Beginning Balance at Aug. 31, 2020	$ 630,627	10,736	5,477,265	(6,340,575)	(221,947)
Beginning Balance (Shares) at Aug. 31, 2020	630,626,548
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued to settle debt and for subscription payable	$ 5,000	(10,736)	5,736
Common stock issued to settle debt and for subscription payable (Shares)	5,000,000
Net loss for the period				(39,246)	(39,246)
Ending Balance at Nov. 30, 2020	$ 635,627	0	5,483,001	(6,379,821)	(261,193)
Ending Balance (Shares) at Nov. 30, 2020	635,626,548
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss for the period				(36,472)	(36,472)
Ending Balance at Feb. 28, 2021	$ 635,627	$ 0	$ 5,483,001	$ (6,416,293)	$ (297,665)
Ending Balance (Shares) at Feb. 28, 2021	635,626,548

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Operating Activities
Net loss	$ (112,580)	$ (235,771)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on settlement of debt		43,764
Gain on forgiveness of debt		(2,747)
Changes in operating assets and liabilities:
Other receivable	(3,123)	1,354
Accounts payable	81,421	82,596
Accounts payable - related parties	30,921	29,149
Net Cash Used in Operating Activities	(3,361)	(81,655)
Financing Activities
Bank indebtedness	184	44
Proceeds from issuance of common stock		12,349
Proceeds from common stock subscriptions		69,262
Net Cash Provided by Financing Activities	184	81,655
Increase (decrease) in Cash	(3,177)
Cash, Beginning of Period	3,177
Cash, End of Period	0	0
Non-cash Investing and Financing Activities:
Shares issued to settle accounts payable	10,736	128,300
Shares issued to settle related party accounts payable		60,000
Stocks issued for prior year subscriptions		60,862
Supplemental Disclosures:
Interest paid	679	790
Income taxes paid	$ 0	$ 0

Organization and basis of prese

Organization and basis of presentation	9 Months Ended
	Feb. 28, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and basis of presentation [Text Block]	1. Wolverine Technologies Corp. (the "Company") was incorporated in the State of Nevada on February 23, 2006. The Company's 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. The Company has now refocused its efforts back to the exploration of mineral resources. The recent outbreak of the novel coronavirus COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020, has led to adverse impacts on the U.S. and global economies, disruptions of financial markets, and created uncertainty regarding potential impacts to the Company's operations. The COVID-19 pandemic has impacted and could further impact the Company's operations and the operations of the Company's suppliers and vendors as a result of quarantines, facility closures, and travel and logistics restrictions. The extent to which the COVID-19 pandemic impacts the Company's business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread, severity, and impact of the COVID-19 pandemic, the effects of the COVID-19 pandemic on the Company's suppliers and vendors and the remedial actions and stimulus measures adopted by local and federal governments, and to what extent normal economic and operating conditions can resume. The management team is closely following the progression of COVID-19 and its potential impact on the Company. Even after the COVID-19 pandemic has subsided, the Company may experience adverse impacts to its business as a result of any economic recession or depression that has occurred or may occur in the future. Therefore, the Company cannot reasonably estimate the impact at this time on its business, liquidity, capital resources and financial results. 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 the 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, 2020. 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, 2021, the Company has a working capital deficiency of $297,665 and has an accumulated deficit of $6,416,293. 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, 2021
Accounting Standards Update and Change in Accounting Principle [Abstract]
Recent Accounting Pronouncements [Text Block]	2. 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, 2021
Related Party Transactions [Abstract]
Related Party Transactions [Text Block]	3. (a) (b) nil (c) (d)

Mineral Properties

Mineral Properties	9 Months Ended
	Feb. 28, 2021
Mineral Properties, Net [Abstract]
Mineral Properties [Text Block]	4. In November 2020, the Company staked mineral claims located in Labrador, Canada for $2,342 (Cdn$3,055). As at February 28, 2021, the Company wrote off the mineral property acquisition costs of $2,342 due to the uncertainty of establishing proven and probable reserves.

Common Stock

Common Stock	9 Months Ended
	Feb. 28, 2021
Equity [Abstract]
Common Stock [Text Block]	5. Stock transactions during the nine months ended February 28, 2021: (a) On September 29, 2020, the Company issued 4,500,000 shares of common stock pursuant to a private placement for cash proceeds of $9,736 (Cdn$13,500) received during the year ended May 31, 2020. (b) On May 29, 2020, the Company agreed to issue 500,000 shares of common stock with a fair value of $1,000 to settle $1,085 (Cdn$1,500) resulting in a gain on settlement of $85. On September 29, 2020, the Company issued the 500,000 shares of common stock. Stock transactions during the nine months ended February 29, 2020: (a) On August 23, 2019, the Company issued 16,200,000 shares of common stock pursuant to a private placement for cash proceeds of $60,862 (Cdn$81,000) received during the year ended May 31, 2019. (b) On August 23, 2019, the Company issued 5,000,000 shares of common stock pursuant to a private placement for cash proceeds of $12,349 (Cdn$16,500). (c) (d) (e) (f) (g) At February 28, 2021 and February 29, 2020, the Company had no dilutive shares, or common stock equivalents.

Stock-based Compensation

Stock-based Compensation	9 Months Ended
	Feb. 28, 2021
Share-based Payment Arrangement [Abstract]
Stock-based Compensation [Text Block]	6. 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, 2021, there were none issued. At February 28, 2021 and February 29, 2020, the Company had no outstanding or exercisable stock options.

Commitments

Commitments	9 Months Ended
	Feb. 28, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments [Text Block]	7. (a) (b)

Subsequent events

Subsequent events	9 Months Ended
	Feb. 28, 2021
Subsequent Events [Abstract]
Subsequent events [Text Block]	8. On July 30, 2021, the Company issued 37,000,000 shares of common stock pursuant to a private placement for cash proceeds of $75,295 (Cdn$92,500). On July 30, 2021, the Company issued 3,000,000 shares of common stock pursuant to a private placement for cash proceeds of $5,625. The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of February 28, 2021, have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, "Subsequent Events", other than as shown above.

Organization and basis of pre_2

Organization and basis of presentation (Policies)	9 Months Ended
	Feb. 28, 2021
Accounting Policies Abstract
Basis of Presentation [Policy Text Block]	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 the 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, 2020. 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 [Policy Text Block]	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, 2021, the Company has a working capital deficiency of $297,665 and has an accumulated deficit of $6,416,293. 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.

Organization and basis of pre_3

Organization and basis of presentation (Narrative) (Details) - USD ($)	Feb. 28, 2021	May 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficiency	$ 297,665
Accumulated deficit	$ (6,416,293)	$ (6,303,713)

Related Party Transactions (Nar

Related Party Transactions (Narrative) (Details) - USD ($)	9 Months Ended
	Feb. 28, 2021	Feb. 29, 2020	May 31, 2020
Related Party Transaction [Line Items]
Due to related parties, current	$ 78,161		$ 47,240
A company controlled by a president of the Company [Member]
Related Party Transaction [Line Items]
Amount of consulting fees	23,249	$ 22,623
Due to related parties, current	46,691		18,123
Director [Member]
Related Party Transaction [Line Items]
Amount of consulting fees		$ 11,225
Due to director, current	$ 31,470		$ 29,117

Mineral Properties (Detail Text

Mineral Properties (Detail Textuals)	9 Months Ended
	Feb. 28, 2021USD ($)	Nov. 30, 2020CAD ($)	Nov. 30, 2020USD ($)
Mineral Properties, Net [Abstract]
Mineral claims		$ 3,055	$ 2,342
Write off amount of mineral property acquisition costs	$ 2,342

Common Stock (Narrative) (Detai

Common Stock (Narrative) (Details)	Feb. 13, 2020USD ($)shares	Feb. 03, 2020USD ($)shares	Sep. 29, 2020CAD ($)shares	Sep. 29, 2020USD ($)shares	May 29, 2020CAD ($)shares	May 29, 2020USD ($)shares	Aug. 23, 2019CAD ($)shares	Aug. 23, 2019USD ($)shares	Feb. 29, 2020USD ($)	Nov. 30, 2019USD ($)	Aug. 31, 2019USD ($)	Feb. 29, 2020USD ($)shares
Equity [Line Items]
Gain (loss) on extinguishment of debt									$ (45,651)			$ (43,764)
Proceeds from issuance of common stock												12,349
Common stock subscribed for cash									$ 16,012	$ 9,750	$ 43,500	$ 89,750
Common stock issued for subscription payable (shares) | shares												39,888,889
Share issuance costs												$ 20,488
Private Placement [Member]
Equity [Line Items]
Common stock issued for subscription payable (Shares) | shares			4,500,000	4,500,000			16,200,000	16,200,000
Common stock issued for subscription payable			$ 13,500	$ 9,736			$ 81,000	$ 60,862
Private Placement - 2 [Member]
Equity [Line Items]
Common stock issued for cash (Shares) | shares							5,000,000	5,000,000
Proceeds from issuance of common stock							$ 16,500	$ 12,349
Shares issued to settle accounts payable - 1 [Member]
Equity [Line Items]
Stock issued during period, shares, to settle accounts payable | shares					500,000	500,000	1,500,000	1,500,000
Stock issued during period, value, to settle accounts payable						$ 1,000		$ 3,000
Extinguishment of debt, amount					$ 1,500	1,085	$ 6,500	4,887
Gain (loss) on extinguishment of debt						$ 85		$ 1,887
Common stock issued for cash (Shares) | shares			500,000	500,000
Shares issued to settle accounts payable - 2 [Member]
Equity [Line Items]
Stock issued during period, shares, to settle accounts payable | shares		8,100,000
Stock issued during period, value, to settle accounts payable		$ 24,300
Extinguishment of debt, amount		18,225
Gain (loss) on extinguishment of debt		$ 6,075
Shares issued to settle accounts payable - 3 [Member]
Equity [Line Items]
Stock issued during period, shares, to settle accounts payable | shares	33,666,666
Stock issued during period, value, to settle accounts payable	$ 101,000
Extinguishment of debt, amount	76,173
Gain (loss) on extinguishment of debt	$ 24,827
Shares issued to settle related party accounts payable [Member]
Equity [Line Items]
Common stock issued to settle related party debt (Shares) | shares	20,000,000
Common stock issued to settle related party debt	$ 60,000
Extinguishment of debt, amount	45,251
Gain (loss) on extinguishment of debt	$ 14,749

Stock-based Compensation (Narra

Stock-based Compensation (Narrative) (Details)	May 28, 2010shares
2010 Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares of common stock available for issuance	10,294,500
2010 Stock Plan - Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares of common stock available for issuance	5,147,250
2010 Stock Plan - Restricted Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares of common stock available for issuance	5,147,250

Commitments (Narrative) (Detail

Commitments (Narrative) (Details)	1 Months Ended	9 Months Ended
	Apr. 19, 2016shares	Feb. 28, 2021CAD ($)	Feb. 28, 2021USD ($)	Feb. 29, 2020CAD ($)	Feb. 29, 2020USD ($)
Loss Contingencies [Line Items]
Consulting agreement, monthly payment		$ 10,000	$ 7,702
Consulting fees		$ 90,000	$ 69,657	$ 90,000	$ 67,502
Decision-Zone Inc. [Member]
Loss Contingencies [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	400,000,000
Equity Method Investment, Ownership Percentage	15.00%

Subsequent events (Narrative) (

Subsequent events (Narrative) (Details)	1 Months Ended			9 Months Ended
	Jul. 30, 2021CAD ($)shares	Jul. 30, 2021USD ($)shares	Aug. 23, 2019shares	Feb. 29, 2020USD ($)
Subsequent Event [Line Items]
Proceeds from issuance of private placement | $				$ 69,262
Private Placement - 2 [Member]
Subsequent Event [Line Items]
Number of common stock shares issued			5,000,000
Subsequent event [Member] | Private Placement [Member]
Subsequent Event [Line Items]
Number of common stock shares issued	37,000,000	37,000,000
Proceeds from issuance of private placement	$ 92,500	$ 75,295
Subsequent event [Member] | Private Placement - 2 [Member]
Subsequent Event [Line Items]
Number of common stock shares issued	3,000,000	3,000,000
Proceeds from issuance of private placement | $		$ 5,625