10Q is out -not due til 45 days after Aug 31 - so
Post# of 876
Posted On: 10/11/2015 3:47:57 AM
10Q is out -not due til 45 days after Aug 31 - so not due til Oct 15-thus purportedly the reason for the wording of the subsequent event (looking forward)
Subsequent Event
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 consisting of 30,000,000 shares of common stock of the Company (the “Finder’s Shares”).The Agreement is subject to 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 October 15, 2015, the agreement has not yet closed.
so dont know why other board mentions late Q- fairly unusual to get these early in pennyland
140k admin expense would indicate considerable behind the scenes activity ? but dont know what - has anybody received proxies yet- is that the technicality delaying stockholder meeting?
going concern boilerplate is just that-typical for any firm without net income or positive working capital
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 August 31, 2015
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.)
355-11020 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 ]
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.
282,570,993 common shares issued and outstanding as October 9, 2015
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements.
Our unaudited interim financial statements for the three month period ended August 31, 2015 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.
2
WOLVERINE TECHNOLOGIES CORP.
August 31, 2015
(Expressed in U.S. dollars)
(unaudited)
Index
Balance Sheets F-1
Statements of Operations F-2
Statements of Cash Flows F-3
Notes to the Financial Statements F-4
WOLVERINE TECHNOLOGIES CORP.
Balance Sheets
(Expressed in U.S. dollars)
(unaudited)
August 31, May 31,
2015 2015
$ $
ASSETS
Current Assets
Cash 13,022 89,934
Amounts receivable 8,805 3,986
Prepaid expenses – 5,000
Total Assets 21,827 98,920
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities 118,976 102,557
Due to related party (Note 3) 3,043 27,155
Total Liabilities 122,019 129,712
Stockholders’ Deficit
Common stock, 500,000,000 shares authorized, $0.001 par value
282,570,993 and 272,664,328 shares issued and outstanding, respectively 282,571 272,664
Additional paid-in capital 4,616,515 4,550,914
Accumulated deficit (4,999,278 ) (4,854,370 )
Total Stockholders’ Deficit (100,192 ) (30,792 )
Total Liabilities and Stockholders’ Deficit 21,827 98,920
(The accompanying notes are an integral part of these unaudited financial statements)
F-1
WOLVERINE TECHNOLOGIES CORP.
Statements of Operations
(Expressed in U.S. dollars)
(unaudited)
Three Months Three Months
Ended Ended
August 31, August 31,
2015 2014
$ $
Expenses
Foreign exchange loss (gain) 2,157 (765 )
General and administrative 140,741 47,485
Mineral exploration costs 2,010 –
Total Expenses 144,908 46,720
Net Loss (144,908 ) (46,720 )
Net Loss Per Share, Basic and Diluted (0.00 ) (0.00 )
Weighted Average Shares Outstanding, Basic and Diluted 278,033,000 194,063,333
(The accompanying notes are an integral part of these unaudited financial statements)
F-2
WOLVERINE TECHNOLOGIES CORP.
Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)
Three Months Three Months
Ended Ended
August 31, August 31,
2015 2014
$ $
Operating Activities
Net loss (144,908 ) (46,720 )
Changes in operating assets and liabilities
Amounts receivable (4,819 ) (1,931 )
Accounts payable 46,419 37,111
Accrued liabilities – 3,380
Due to related parties (24,112 ) 8,125
Prepaid expenses 5,000 –
Net Cash Used In Operating Activities (122,420 ) (35 )
Financing Activities
Proceeds from issuance of common stock 45,508 –
Net Cash Provided By Financing Activities 45,508 –
Decrease in Cash (76,912 ) (35 )
Cash, Beginning of Period 89,934 135
Cash, End of Period 13,022 100
Non-cash Investing and Financing Activities:
Shares issued to settle accounts payable 30,000 –
Supplemental Disclosures:
Interest paid – –
Income taxes paid – –
(The accompanying notes are an integral part of these unaudited financial statements)
F-3
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
August 31, 2015
(Expressed in U.S. dollars)
(unaudited)
1.
Basis of Presentation
Wolverine Technologies Corp. (the “Company”) was incorporated in the State of Nevada on February 23, 2006. The Company’s prior principal business was the acquisition and exploration of mineral resources. The Company had not determined that its properties contain mineral reserves that were economically recoverable, financing had not yet become available, and commodity prices had not fully recovered. Therefore, management decided to change the focus of the Company 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 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, 2015. 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 results 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 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 8. 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 August 31, 2015, the Company has a working capital deficiency of $100,192 and has accumulated losses of $4,999,278 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 three months ended August 31, 2015, the Company incurred consulting fees of $5,937 (2014 - $nil) to a company controlled by the President of the Company.
F-4
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
August 31, 2015
(Expressed in U.S. dollars)
(unaudited)
(b)
During the three months ended August 31, 2015, the Company incurred consulting fees of $31,170 (2014 - $nil) to a Director of the Company.
(c)
During the three months ended August 31, 2014, the Company incurred consulting fees of $29,088 and rent of $2,909 to a company controlled by the brother of the former President of the Company which is included in general and administrative expenses.
(d)
During the three months ended August 31, 2014, the Company incurred consulting fees of $8,311 to the former President of the Company.
(e)
As at August 31, 2015, the Company has an outstanding advance of $1,495 (May 31, 2015 - $nil) made to a company controlled by the President of the Company as a retainer for consulting services.
(f)
As at August 31, 2015, the Company owes $4,538 (May 31, 2015 - $nil) to a Director of the Company, which is non-interest bearing, unsecured and due on demand.
(g)
As at August 31, 2015, the Company owes $11,594 to a company controlled by the brother of the former President of the Company that is included in accounts payable. As at May 31, 2015, the Company owed $16,082 for cash advances received from this company and $4,969 that was included in accounts payable.
(h)
As at August 31, 2015, the Company owes $nil (May 31, 2015 - $11,073) to the former President of the Company which is non-interest bearing, unsecured, and due on demand.
4.
Common Stock
Stock transactions during the three months ended August 31, 2015:
(a)
On July 2, 2015, the Company issued 3,000,000 shares of common stock with a fair value of $30,000 to settle accounts payable of $30,000.
(b)
On July 13, 2015, the Company issued 4,906,665 shares of common stock pursuant to a private placement at Cdn$0.0075 per share for proceeds of $29,635 (Cdn$36,800).
(c)
On July 13, 2015, the Company issued 1,500,000 shares of common stock pursuant to a private placement at Cdn$0.01 per share for proceeds of $12,021 (Cdn$15,000).
(d)
On August 31, 2015, the Company issued 500,000 shares of common stock pursuant to a private placement at Cdn$0.01 per share for proceeds of $3,852 (Cdn$5,000).
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 as of:
August 31, 2015 200,000 $ 0.05 1.03 $ –
May 31, 2015 200,000 $ 0.05 1.28 $ –
F-5
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
August 31, 2015
(Expressed in U.S. dollars)
(unaudited)
6.
Commitments
On January 31, 2007, the Company entered into a consulting agreement with a company whereby it has agreed to pay $7,563 (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 August 31, 2015, the Company has not issued a bonus. During the three months ended August 31, 2015, the Company recorded consulting fees of $23,723 (Cdn$30,000).
7.
Subsequent Event
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 consisting of 30,000,000 shares of common stock of the Company (the “Finder’s Shares”).The Agreement is subject to Enigma completing a financing of $2,500,000 and the Company increasing its authorized capital of common stock to allow for the issuance of the Shares and Finder’s Shares. At October 15, 2015, the agreement has not yet closed.
F-6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) 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 OTQB under the symbol WOLV.
Our Current Business
On April 14, 2014 Wolverine entered into a Share Exchange and Royalty Agreement (the “Agreement”) with Dr. David Chalk, hd.Tech (“Chalk”). Under the terms of the Agreement, Wolverine will acquire a 25% interest in ENIGMAMobil Inc.(“Enigma”) from Chalk for the purchase price of USD $3,000,000, to be paid in shares of common stock of Wolverine at a deemed price of USD$0.01 per share (the “Shares”). Wolverine will also receive a 25% royalty of all gross revenue received by Enigma from the sale of licenses of the ENIGMAMobil™ mobile security app. The Agreement is subject to Enigma completing a financing of USD$2,500,000 and Wolverine increasing its authorized capital of common stock to allow for the issuance of the Shares.
The purchase price is a negotiated value determined by Wolverine and Enigma. Dr. David Chalk is a director of Wolverine and Enigma.
Wolverine and Enigma are currently working on arranging financing in the amount of USD $2,500,000 that is required for the building of the Enigma fully secure mobile wireless software application.
Information regarding 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 will be designing and completing computer systems security focused on mobile and transaction security markets. All third party testing on the technology has been completed using the proprietary fully patented fifth generation programming language (5GL) providing the only real-time data in motion with cybersecurity capability and further adding tremendous efficiency in Digital Process Management (DPM).
The Key for Enigma is the deployment of its fully secure mobile smartphone software application for Apple iOS, Android and Blackberry operating systems developed with the patented 5GL language capable of protecting against unauthorized computer intrusion and fraud on wireless devices and mobile smartphones. When complete, Enigma will be able to protect, the wireless marketplace currently in excess of 7 billion devices. Overall mobile data traffic is expected to grow to 24.3 exabytes per month by 2019, nearly a tenfold increase over 2014. Mobil data traffic will grow at a CAGR of 57% from 2014 to 2019. (Figure 1 of the link below). The Enigma mobile security application will be available to the marketplace for download within 10 months of receipt of funding.
http://www.cisco.com/c/en/us/solutions/collat...20862.html .
Risks and Uncertainties
Enigma has a limited operating history and has had no revenues derived from its operations. Significant expenditures are required to complete the development of its mobile wireless software application. There is no assurance that Enigma will be able to raise the capital required for these expenditures.
Enigma operates in a competitive environment where software is subject to rapid technological changes and evolving industry standards. There is no assurance that Enigma will be able to become and remain competitive in this competitive environment.
The success of Enigma will be largely dependent upon the performance of its management and key employees. Failure by Enigma to attract and retain key employees with the necessary skills could have a materially adverse effect on Enigma’s growth and profitability. Currently Dr. David Chalk is the only key employee.
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 $100,192 as of August 31, 2015, we require additional funds of approximately $2,500,000 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, 2015. 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 August 31, 2015 we had cash in the amount of $13,022 and a working capital deficiency in the amount of $100,192. As of August 31, 2015, 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 $2,500,000 for the building of Enigma’s fully secure mobile wireless software application for Apple iOS, Android and Blackberry developed through a full patented language technology with the capability to protect against unauthorized computer intrusion and fraud.
As at August 31, 2015, we had a cash balance of $13,022. We will need to raise additional financing to fund our plan of operation over the next 12 months.
The continuation of our business is dependent upon obtaining further financing, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the twelve months ending August 31, 2016.
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.
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 August 31, 2015 and August 31, 2014
The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended August 31, 2015 which are included herein.
Three month summary ending August 31, 2015 and August 31, 2014
Three Months Ended
August 31, 2015 August 31, 2014
Revenue $ Nil $ Nil
Operating Expenses $ 144,908 $ 46,720
Net Loss $ (144,908 ) $ (46,720 )
Expenses
Our operating expenses for the three month periods ended August 31, 2015 and August 31, 2014 are outlined in the table below:
Three Months Ended
August 31, 2015 August 31, 2014
Foreign exchange loss (gain) $ 2,157 $ (765 )
General and administrative $ 140,741 $ 47,485
Mineral Exploration Costs $ 2,010 $ -
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
August 31, May 31,
2015 2015
Current assets $ 21,827 $ 98,920
Current liabilities 122,019 129,712
Working capital (deficit) $ (100,192 ) $ (30,792 )
Cash Flows
Nine Months Ended
August 31, August 31, 2014
2015
Net Cash Used in Operating Activities $ (122,420 ) $ (35 )
Net Cash Used in Investing Activities - -
Net Cash Provided by Financing Activities 45,508 -
Net increase (decrease) in cash during period $ (76,912 ) $ (35 )
Operating Activities
Net cash used in operating activities during the three months ended August 31, 2015, was $122,420 compared to $35 during the three months ended August 31, 2014.
Financing Activities
During the three months ended August 31, 2015, we received $45,508 through the issuance of shares/shares subscribed in private placements. In the comparable period, the Company received $Nil through the issuance of shares/shares subscribed in private placements.
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 the Securities 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 August 31, 2015, 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, 2014, 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 August 31, 2015 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
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 our proposed in Enigma We will need to obtain additional financing in order to complete our business. Our business plan calls for significant expenses in connection with the investment in Enigma. We have not made arrangements to secure any additional financing.
There is no assurance we will complete our investment in Enigma
There is no assurance that Enigma and Wolverine will be able to raise the financing necessary to complete its mobile security app which will be a condition of the investment in Enigma by Wolverine.
We expect to incur operating losses for the foreseeable future.
Our company has never earned any revenue and our company has never been profitable. We may incur increased operating expenses without realizing any revenues, this could cause our company to fail.
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 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, 2015 financial statements, our company was incorporated on February 23, 2006, and does not have a history of earnings, and 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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On July 13, 2015, we issued 3,000,000 shares of our common stock pursuant to debt settlement agreements with two (2) individuals. The deemed price of the shares issued was USD $0.01 per share. We have issued all of the shares to two (2) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
On July 13, 2015, we issued 4,906,665 shares of our common stock in a private placement at a purchase price of CDN $0.0075 raising gross proceeds of CDN $36,800. We have issued all of the shares to seven (7) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
On July 13, 2015, we issued 3,000,000 shares of our common stock in a private placement at a purchase price of CDN $0.01 raising gross proceeds of CDN $30,000. We have issued all of the shares to eight (
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 August 31, 2015, we issued 500,000 shares of our common stock in a private placement at a purchase price of CDN $0.01 raising gross proceeds of CDN $5,000. We have issued all of the shares to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety disclosures
N/A.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit
Number Description
(3) (i) Articles of Incorporation; and (ii) Bylaws
3.1 Articles of Incorporation of Wolverine filed as an Exhibit to our Form S-1 (Registration Statement) on July 15, 2008, and incorporated herein by reference.
3.2 Bylaws of Wolverine, filed as an Exhibit to our Form S-1 (Registration Statement) on July 15, 2008, and incorporated herein by reference.
3.3 Certificate of Amendment of Wolverine, filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
Exhibit
Number Description
3.4 Certificate of Registration of Extra-Provincial Corporation, filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
(10) Material Contracts
10.1 Vend-In Agreement dated February 28, 2007 between Wolverine and Shenin Resources Inc., filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
10.2 Consulting Agreement dated January 31, 2007 between Wolverine and Texada Consulting Inc., filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
10.3 Purchase Agreement dated June 11, 2013 between Wolverine and 0969015 B.C. Ltd. filed as an Exhibit to our 8-K filed on June 13, 2013 and incorporated herein by reference.
10.4 Share Exchange and Royalty Agreement dated April 14, 2015 between Wolverine, Enigma and David Chalk filed as an Exhibit to our 8-K filed on May 7, 2015 and incorporated by reference.
(14) Code of Ethics
14.1 Code of Ethics, filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
(31) Rule 13a-14(a)/15d-14(a) Certifications
31.1* Section 302 Certifications under Sarbanes-Oxley Act of 2002
(32) Section 1350 Certifications
32.1* Section 906 Certifications under Sarbanes-Oxley Act of 2002
* Filed herewith.
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: October 9, 2015 /s/ Richard Haderer
Richard Haderer
Chief Executive Officer, Chief Financial Officer and Director
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard Haderer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Wolverine Technologies Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 9, 2015
/s/ Richard Haderer
Richard Haderer
Chief Executive Officer, Chief Financial Officer and Director
(Principal Financial Officer and Principal Accounting Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard Haderer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
the Quarterly Report on Form 10-Q of Wolverine Technologies Corp. for the period ended August 31, 2015 (the "Report"
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Wolverine Technologies Corp.
Dated: October 9, 2015
/s/ Richard Haderer
Richard Haderer
Chief Executive Officer, Chief Financial Officer and Director
(Principal Financial Officer and Principal Accounting Officer)
Wolverine Technologies Corp.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Wolverine Technologies Corp. and will be retained by Wolverine Technologies Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
Subsequent Event
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 consisting of 30,000,000 shares of common stock of the Company (the “Finder’s Shares”).The Agreement is subject to 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 October 15, 2015, the agreement has not yet closed.
so dont know why other board mentions late Q- fairly unusual to get these early in pennyland
140k admin expense would indicate considerable behind the scenes activity ? but dont know what - has anybody received proxies yet- is that the technicality delaying stockholder meeting?
going concern boilerplate is just that-typical for any firm without net income or positive working capital
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 August 31, 2015
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.)
355-11020 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 ]
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.
282,570,993 common shares issued and outstanding as October 9, 2015
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements.
Our unaudited interim financial statements for the three month period ended August 31, 2015 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.
2
WOLVERINE TECHNOLOGIES CORP.
August 31, 2015
(Expressed in U.S. dollars)
(unaudited)
Index
Balance Sheets F-1
Statements of Operations F-2
Statements of Cash Flows F-3
Notes to the Financial Statements F-4
WOLVERINE TECHNOLOGIES CORP.
Balance Sheets
(Expressed in U.S. dollars)
(unaudited)
August 31, May 31,
2015 2015
$ $
ASSETS
Current Assets
Cash 13,022 89,934
Amounts receivable 8,805 3,986
Prepaid expenses – 5,000
Total Assets 21,827 98,920
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities 118,976 102,557
Due to related party (Note 3) 3,043 27,155
Total Liabilities 122,019 129,712
Stockholders’ Deficit
Common stock, 500,000,000 shares authorized, $0.001 par value
282,570,993 and 272,664,328 shares issued and outstanding, respectively 282,571 272,664
Additional paid-in capital 4,616,515 4,550,914
Accumulated deficit (4,999,278 ) (4,854,370 )
Total Stockholders’ Deficit (100,192 ) (30,792 )
Total Liabilities and Stockholders’ Deficit 21,827 98,920
(The accompanying notes are an integral part of these unaudited financial statements)
F-1
WOLVERINE TECHNOLOGIES CORP.
Statements of Operations
(Expressed in U.S. dollars)
(unaudited)
Three Months Three Months
Ended Ended
August 31, August 31,
2015 2014
$ $
Expenses
Foreign exchange loss (gain) 2,157 (765 )
General and administrative 140,741 47,485
Mineral exploration costs 2,010 –
Total Expenses 144,908 46,720
Net Loss (144,908 ) (46,720 )
Net Loss Per Share, Basic and Diluted (0.00 ) (0.00 )
Weighted Average Shares Outstanding, Basic and Diluted 278,033,000 194,063,333
(The accompanying notes are an integral part of these unaudited financial statements)
F-2
WOLVERINE TECHNOLOGIES CORP.
Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)
Three Months Three Months
Ended Ended
August 31, August 31,
2015 2014
$ $
Operating Activities
Net loss (144,908 ) (46,720 )
Changes in operating assets and liabilities
Amounts receivable (4,819 ) (1,931 )
Accounts payable 46,419 37,111
Accrued liabilities – 3,380
Due to related parties (24,112 ) 8,125
Prepaid expenses 5,000 –
Net Cash Used In Operating Activities (122,420 ) (35 )
Financing Activities
Proceeds from issuance of common stock 45,508 –
Net Cash Provided By Financing Activities 45,508 –
Decrease in Cash (76,912 ) (35 )
Cash, Beginning of Period 89,934 135
Cash, End of Period 13,022 100
Non-cash Investing and Financing Activities:
Shares issued to settle accounts payable 30,000 –
Supplemental Disclosures:
Interest paid – –
Income taxes paid – –
(The accompanying notes are an integral part of these unaudited financial statements)
F-3
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
August 31, 2015
(Expressed in U.S. dollars)
(unaudited)
1.
Basis of Presentation
Wolverine Technologies Corp. (the “Company”) was incorporated in the State of Nevada on February 23, 2006. The Company’s prior principal business was the acquisition and exploration of mineral resources. The Company had not determined that its properties contain mineral reserves that were economically recoverable, financing had not yet become available, and commodity prices had not fully recovered. Therefore, management decided to change the focus of the Company 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 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, 2015. 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 results 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 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 8. 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 August 31, 2015, the Company has a working capital deficiency of $100,192 and has accumulated losses of $4,999,278 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 three months ended August 31, 2015, the Company incurred consulting fees of $5,937 (2014 - $nil) to a company controlled by the President of the Company.
F-4
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
August 31, 2015
(Expressed in U.S. dollars)
(unaudited)
(b)
During the three months ended August 31, 2015, the Company incurred consulting fees of $31,170 (2014 - $nil) to a Director of the Company.
(c)
During the three months ended August 31, 2014, the Company incurred consulting fees of $29,088 and rent of $2,909 to a company controlled by the brother of the former President of the Company which is included in general and administrative expenses.
(d)
During the three months ended August 31, 2014, the Company incurred consulting fees of $8,311 to the former President of the Company.
(e)
As at August 31, 2015, the Company has an outstanding advance of $1,495 (May 31, 2015 - $nil) made to a company controlled by the President of the Company as a retainer for consulting services.
(f)
As at August 31, 2015, the Company owes $4,538 (May 31, 2015 - $nil) to a Director of the Company, which is non-interest bearing, unsecured and due on demand.
(g)
As at August 31, 2015, the Company owes $11,594 to a company controlled by the brother of the former President of the Company that is included in accounts payable. As at May 31, 2015, the Company owed $16,082 for cash advances received from this company and $4,969 that was included in accounts payable.
(h)
As at August 31, 2015, the Company owes $nil (May 31, 2015 - $11,073) to the former President of the Company which is non-interest bearing, unsecured, and due on demand.
4.
Common Stock
Stock transactions during the three months ended August 31, 2015:
(a)
On July 2, 2015, the Company issued 3,000,000 shares of common stock with a fair value of $30,000 to settle accounts payable of $30,000.
(b)
On July 13, 2015, the Company issued 4,906,665 shares of common stock pursuant to a private placement at Cdn$0.0075 per share for proceeds of $29,635 (Cdn$36,800).
(c)
On July 13, 2015, the Company issued 1,500,000 shares of common stock pursuant to a private placement at Cdn$0.01 per share for proceeds of $12,021 (Cdn$15,000).
(d)
On August 31, 2015, the Company issued 500,000 shares of common stock pursuant to a private placement at Cdn$0.01 per share for proceeds of $3,852 (Cdn$5,000).
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 as of:
August 31, 2015 200,000 $ 0.05 1.03 $ –
May 31, 2015 200,000 $ 0.05 1.28 $ –
F-5
WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
August 31, 2015
(Expressed in U.S. dollars)
(unaudited)
6.
Commitments
On January 31, 2007, the Company entered into a consulting agreement with a company whereby it has agreed to pay $7,563 (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 August 31, 2015, the Company has not issued a bonus. During the three months ended August 31, 2015, the Company recorded consulting fees of $23,723 (Cdn$30,000).
7.
Subsequent Event
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 consisting of 30,000,000 shares of common stock of the Company (the “Finder’s Shares”).The Agreement is subject to Enigma completing a financing of $2,500,000 and the Company increasing its authorized capital of common stock to allow for the issuance of the Shares and Finder’s Shares. At October 15, 2015, the agreement has not yet closed.
F-6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) 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 OTQB under the symbol WOLV.
Our Current Business
On April 14, 2014 Wolverine entered into a Share Exchange and Royalty Agreement (the “Agreement”) with Dr. David Chalk, hd.Tech (“Chalk”). Under the terms of the Agreement, Wolverine will acquire a 25% interest in ENIGMAMobil Inc.(“Enigma”) from Chalk for the purchase price of USD $3,000,000, to be paid in shares of common stock of Wolverine at a deemed price of USD$0.01 per share (the “Shares”). Wolverine will also receive a 25% royalty of all gross revenue received by Enigma from the sale of licenses of the ENIGMAMobil™ mobile security app. The Agreement is subject to Enigma completing a financing of USD$2,500,000 and Wolverine increasing its authorized capital of common stock to allow for the issuance of the Shares.
The purchase price is a negotiated value determined by Wolverine and Enigma. Dr. David Chalk is a director of Wolverine and Enigma.
Wolverine and Enigma are currently working on arranging financing in the amount of USD $2,500,000 that is required for the building of the Enigma fully secure mobile wireless software application.
Information regarding 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 will be designing and completing computer systems security focused on mobile and transaction security markets. All third party testing on the technology has been completed using the proprietary fully patented fifth generation programming language (5GL) providing the only real-time data in motion with cybersecurity capability and further adding tremendous efficiency in Digital Process Management (DPM).
The Key for Enigma is the deployment of its fully secure mobile smartphone software application for Apple iOS, Android and Blackberry operating systems developed with the patented 5GL language capable of protecting against unauthorized computer intrusion and fraud on wireless devices and mobile smartphones. When complete, Enigma will be able to protect, the wireless marketplace currently in excess of 7 billion devices. Overall mobile data traffic is expected to grow to 24.3 exabytes per month by 2019, nearly a tenfold increase over 2014. Mobil data traffic will grow at a CAGR of 57% from 2014 to 2019. (Figure 1 of the link below). The Enigma mobile security application will be available to the marketplace for download within 10 months of receipt of funding.
http://www.cisco.com/c/en/us/solutions/collat...20862.html .
Risks and Uncertainties
Enigma has a limited operating history and has had no revenues derived from its operations. Significant expenditures are required to complete the development of its mobile wireless software application. There is no assurance that Enigma will be able to raise the capital required for these expenditures.
Enigma operates in a competitive environment where software is subject to rapid technological changes and evolving industry standards. There is no assurance that Enigma will be able to become and remain competitive in this competitive environment.
The success of Enigma will be largely dependent upon the performance of its management and key employees. Failure by Enigma to attract and retain key employees with the necessary skills could have a materially adverse effect on Enigma’s growth and profitability. Currently Dr. David Chalk is the only key employee.
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 $100,192 as of August 31, 2015, we require additional funds of approximately $2,500,000 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, 2015. 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 August 31, 2015 we had cash in the amount of $13,022 and a working capital deficiency in the amount of $100,192. As of August 31, 2015, 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 $2,500,000 for the building of Enigma’s fully secure mobile wireless software application for Apple iOS, Android and Blackberry developed through a full patented language technology with the capability to protect against unauthorized computer intrusion and fraud.
As at August 31, 2015, we had a cash balance of $13,022. We will need to raise additional financing to fund our plan of operation over the next 12 months.
The continuation of our business is dependent upon obtaining further financing, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the twelve months ending August 31, 2016.
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.
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 August 31, 2015 and August 31, 2014
The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended August 31, 2015 which are included herein.
Three month summary ending August 31, 2015 and August 31, 2014
Three Months Ended
August 31, 2015 August 31, 2014
Revenue $ Nil $ Nil
Operating Expenses $ 144,908 $ 46,720
Net Loss $ (144,908 ) $ (46,720 )
Expenses
Our operating expenses for the three month periods ended August 31, 2015 and August 31, 2014 are outlined in the table below:
Three Months Ended
August 31, 2015 August 31, 2014
Foreign exchange loss (gain) $ 2,157 $ (765 )
General and administrative $ 140,741 $ 47,485
Mineral Exploration Costs $ 2,010 $ -
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
August 31, May 31,
2015 2015
Current assets $ 21,827 $ 98,920
Current liabilities 122,019 129,712
Working capital (deficit) $ (100,192 ) $ (30,792 )
Cash Flows
Nine Months Ended
August 31, August 31, 2014
2015
Net Cash Used in Operating Activities $ (122,420 ) $ (35 )
Net Cash Used in Investing Activities - -
Net Cash Provided by Financing Activities 45,508 -
Net increase (decrease) in cash during period $ (76,912 ) $ (35 )
Operating Activities
Net cash used in operating activities during the three months ended August 31, 2015, was $122,420 compared to $35 during the three months ended August 31, 2014.
Financing Activities
During the three months ended August 31, 2015, we received $45,508 through the issuance of shares/shares subscribed in private placements. In the comparable period, the Company received $Nil through the issuance of shares/shares subscribed in private placements.
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 the Securities 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 August 31, 2015, 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, 2014, 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 August 31, 2015 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
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 our proposed in Enigma We will need to obtain additional financing in order to complete our business. Our business plan calls for significant expenses in connection with the investment in Enigma. We have not made arrangements to secure any additional financing.
There is no assurance we will complete our investment in Enigma
There is no assurance that Enigma and Wolverine will be able to raise the financing necessary to complete its mobile security app which will be a condition of the investment in Enigma by Wolverine.
We expect to incur operating losses for the foreseeable future.
Our company has never earned any revenue and our company has never been profitable. We may incur increased operating expenses without realizing any revenues, this could cause our company to fail.
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 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, 2015 financial statements, our company was incorporated on February 23, 2006, and does not have a history of earnings, and 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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On July 13, 2015, we issued 3,000,000 shares of our common stock pursuant to debt settlement agreements with two (2) individuals. The deemed price of the shares issued was USD $0.01 per share. We have issued all of the shares to two (2) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
On July 13, 2015, we issued 4,906,665 shares of our common stock in a private placement at a purchase price of CDN $0.0075 raising gross proceeds of CDN $36,800. We have issued all of the shares to seven (7) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
On July 13, 2015, we issued 3,000,000 shares of our common stock in a private placement at a purchase price of CDN $0.01 raising gross proceeds of CDN $30,000. We have issued all of the shares to eight (
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 August 31, 2015, we issued 500,000 shares of our common stock in a private placement at a purchase price of CDN $0.01 raising gross proceeds of CDN $5,000. We have issued all of the shares to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety disclosures
N/A.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit
Number Description
(3) (i) Articles of Incorporation; and (ii) Bylaws
3.1 Articles of Incorporation of Wolverine filed as an Exhibit to our Form S-1 (Registration Statement) on July 15, 2008, and incorporated herein by reference.
3.2 Bylaws of Wolverine, filed as an Exhibit to our Form S-1 (Registration Statement) on July 15, 2008, and incorporated herein by reference.
3.3 Certificate of Amendment of Wolverine, filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
Exhibit
Number Description
3.4 Certificate of Registration of Extra-Provincial Corporation, filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
(10) Material Contracts
10.1 Vend-In Agreement dated February 28, 2007 between Wolverine and Shenin Resources Inc., filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
10.2 Consulting Agreement dated January 31, 2007 between Wolverine and Texada Consulting Inc., filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
10.3 Purchase Agreement dated June 11, 2013 between Wolverine and 0969015 B.C. Ltd. filed as an Exhibit to our 8-K filed on June 13, 2013 and incorporated herein by reference.
10.4 Share Exchange and Royalty Agreement dated April 14, 2015 between Wolverine, Enigma and David Chalk filed as an Exhibit to our 8-K filed on May 7, 2015 and incorporated by reference.
(14) Code of Ethics
14.1 Code of Ethics, filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
(31) Rule 13a-14(a)/15d-14(a) Certifications
31.1* Section 302 Certifications under Sarbanes-Oxley Act of 2002
(32) Section 1350 Certifications
32.1* Section 906 Certifications under Sarbanes-Oxley Act of 2002
* Filed herewith.
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: October 9, 2015 /s/ Richard Haderer
Richard Haderer
Chief Executive Officer, Chief Financial Officer and Director
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard Haderer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Wolverine Technologies Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 9, 2015
/s/ Richard Haderer
Richard Haderer
Chief Executive Officer, Chief Financial Officer and Director
(Principal Financial Officer and Principal Accounting Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard Haderer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
the Quarterly Report on Form 10-Q of Wolverine Technologies Corp. for the period ended August 31, 2015 (the "Report"
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Wolverine Technologies Corp.
Dated: October 9, 2015
/s/ Richard Haderer
Richard Haderer
Chief Executive Officer, Chief Financial Officer and Director
(Principal Financial Officer and Principal Accounting Officer)
Wolverine Technologies Corp.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Wolverine Technologies Corp. and will be retained by Wolverine Technologies Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
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