UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2015
[ ] 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) |
(I.R.S. Employer Identification No.)
|
#55-11020 Williams Road, Richmond, British
Columbia, Canada |
V7A 1X8 |
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: |
778.297.4409 |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Name of Each Exchange On Which Registered
|
N/A |
N/A |
Securities registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes [ ] No [X]
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 last 90
days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-K (§229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definition 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 [ ] |
|
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 [ ]
No [X]
The value of Common Stock held by non-affiliates of the Registrant on November 30, 2014 was $752,979 based on a market price of $0.0047 per share. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest practicable date.
282,070,993 shares of common stock issued & outstanding
as of August 25, 2015.
DOCUMENTS INCORPORATED BY REFERENCE
None.
2
TABLE OF CONTENTS
3
PART I
This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States generally accepted
accounting principles.
In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States Dollars and all references to common
shares refer to the common shares in our capital stock.
As used in this annual report, the terms we, us, our
company, Wolverine, mean Wolverine Technologies Corp. (formerly Wolverine
Exploration Inc.), a Nevada corporation, unless otherwise indicated.
Corporate History
Our company was incorporated in the State of Nevada on February
23, 2006 and is quoted on the OTC Pink under the symbol WOLV.
On June 11, 2013, Wolverine entered into an Agreement (the
Agreement) with 0969015 B.C. Ltd (0969015) to acquire the Eureka Project
Claims located in the Cariboo Mining District of British Columbia. Under the
terms of the Agreement Wolverine issued 35,000,000 shares of common stock to
0969015 at a fair value of $0.01 per share as full consideration for the
acquisition of the Eureka Project Claims.
On August 9, 2014 a total of 17,500,000 common shares issued
pursuant to the acquisition of the Eureka Project Claims were cancelled.
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. This agreement has not closed.
The purchase price is a negotiated value determined by
Wolverine and Enigma. Dr. David Chalk is a director of Wolverine and Enigma.
4
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. Enigmas 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/collateral/service-provider/visual-networking-index-vni/white_paper_c11-520862.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 Enigmas growth and profitability. Currently Dr. David Chalk
is the only key employee.
Employees
Currently we do not have any employees. The Company utilizes
consultants for the management, regulatory, administrative, 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.
Going Concern
We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock. At this time, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock or through a loan from our
directors to meet our obligations over the next twelve months. We do not have
any arrangements in place for any future equity financing.
Subsidiaries
We do not have any subsidiaries.
5
Intellectual Property
We do not own, either legally or beneficially, any patent or
trademark.
REPORTS TO SECURITY HOLDERS
We are not required to deliver an annual report to our
stockholders but will voluntarily send an annual report, together with our
annual audited financial statements upon request. We are required to file
annual, quarterly and current reports, proxy statements, and other information
with the Securities and Exchange Commission. Our Securities and Exchange
Commission filings are available to the public over the Internet at the SECs
website at http://www.sec.gov.
The public may read and copy any materials filed by us with the
SEC at the SECs Public Reference Room at 100 F Street, NE, Washington DC 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The Internet address of the site is http://www.sec.gov.
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.
6
Our auditors have expressed substantial doubt about our
companys 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
companys 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 SECs penny stock regulations which may limit a stockholders
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 customers 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 customers
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 purchasers 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 1B. |
Unresolved Staff Comments
|
None.
We do not own any real property. Our principal business offices
are located at #55-11020 Williams Road, Richmond British Columbia, Canada, V7A
1X8 at a cost of CDN $1,000 per month. Our office space is currently provided by
the President of our company at a no cost. We believe that our current lease
arrangements provide adequate space for our foreseeable future needs.
Item 3. |
Legal Proceedings |
Other than as set out below, our company is not a party to any
pending legal proceeding and no legal proceeding is contemplated or threatened
as of the date of this annual report.
Item 4. |
Mine Safety Disclsures
|
Not applicable.
7
PART II
Item 5. |
Market for Common Equity and Related
Stockholder Matters |
Public Market for Common Stock
Our stock is quoted on the OTCQB under the symbol WOLV.
Stockholders of Our Common Shares
As of the date of this annual report, we have 146 registered
shareholders.
Stock Option Grants
No stock options were granted during the year ended May 31,
2015.
Warrants
We have not issued and do not have any outstanding warrants to
purchase shares of our common stock.
Dividends
There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:
1. |
we would not be able to pay our debts as they become due
in the usual course of business; or |
|
|
2. |
our total assets would be less than the sum of our total
liabilities plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving the
distribution. |
We have not declared any dividends, and we do not plan to
declare any dividends in the foreseeable future.
Securities Authorized for Issuance Under Equity Compensation
Plans
On May 28, 2010 our directors approved the adoption of our 2010
Stock Plan which permits our company to issue up to 5,147,250 shares of our
common stock, and 5,147,250 options to acquire shares of common stock, to
directors, officers, employees and consultants of our company.
Transfer Agent
Our common shares are issued in registered form. Empire Stock
Transfer, Inc. Telephone: (702) 818-5898; Facsimile: (702) 974-1444 is the
registrar and transfer agent for our common shares.
On August 25, 2015 the list of stockholders for our shares of
common stock showed 146 registered stockholders and 282,070,993 shares of common
stock outstanding.
Purchase of Equity Securities by the Issuer and Affiliated
Purchasers
We did not purchase any of our shares of common stock or other
securities during the year ended May 31, 2015.
8
Recent Sales of Unregistered Securities
On September 8, 2014, we issued 5,000,000 shares of our common
stock pursuant to debt settlement agreements with two individuals. The deemed
price of the shares issued was $0.01. We have issued all of the shares to two
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 September 29, 2014 we issued 1,500,000 shares of our common
stock in a private placement at a purchase price of CDN $0.01 raising gross
proceeds of $13,449 (CDN $15,000). We have issued all of the shares to one
non-US person (as that term is defined in Regulation S of the Securities Act of
1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of
the Securities Act of 1933.
On February 28, 2015, the Company received stock subscriptions
for 1,000,000 shares of common stock pursuant to a private placement at CDN
$0.01 per share for proceeds of $7,998 (CDN$10,000).
On May 31, 2015, we issued 30,100,000 shares of our common
stock pursuant to debt settlement agreements with twenty-two (22) individuals.
The deemed price of the shares issued was USD $0.01 per share. We have issued
all of the shares to twenty-two (22) 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 May 31, 2015, we issued 3,500,000 shares of our common stock
pursuant to debt settlement agreements with two individuals. The deemed price of
the shares issued was USD $0.01 per share. We have issued all of the securities
to two U.S. persons (as that term is defined in Regulation S of the Securities
Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of
1933.
On May 31, 2015, we issued 35,500,995 shares of our common
stock in a private placement at a purchase price of CDN $0.0075 raising gross
proceeds of $214,097 (CDN $266,257). We have issued all of the shares to
twenty-four (24) 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 May 31, 2015, we issued 1,500,000 shares of our common stock
in a private placement at a purchase price of CDN $0.01 raising gross proceeds
of $12,299 (CDN $10,000). We have issued all of the shares to one non-US person
(as that term is defined in Regulation S of the Securities Act of 1933) in an
offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
On May 31, 2015, we issued 500,000 shares of our common stock
in a private placement at a purchase price of USD $0.01 raising gross proceeds
of USD $5,000. We have issued all of the shares to one 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.
Purchase of Equity Securities by the Issuer and Affiliated
Purchasers
Wolverine did not purchase any of our shares of common stock or
other securities during our fourth quarter of our fiscal year ended May 31,
2015.
Item 6. |
Selected Financial Data
|
As a smaller reporting company, we are not required to
provide the information required by this Item.
Item 7. |
Managements Discussion and Analysis of
Financial Condition and Results of Operations |
The following discussion should be read in conjunction with our
audited financial statements and the related notes for the years ended May 31,
2015 and 2014 that appear elsewhere in this annual 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 annual
report, particularly in the section entitled Risk Factors beginning on page 11
of this annual report.
9
Our audited financial statements are stated in United States
Dollars and are prepared in accordance with United States generally accepted
accounting principles.
Cash Requirements
There is limited historical financial information about us upon
which to base an evaluation of our performance. We 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,
possible delays in the exploration of our properties, 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 operations and conduct exploration on our
Labrador and Eureka Project Claims. We expect to review other potential
exploration projects from time to time as they are presented to us.
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 $30,792 as of May 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 until we begin removing and selling
minerals. As we had cash in the amount of $89,934 and a working capital deficit
in the amount of $30,792 as of May 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. We plan to complete debt financings and/or private placement
sales of our common stock in order to raise the funds necessary to pursue our
plan of operation and to fund our working capital deficit in order to enable us
to pay our accounts payable and accrued liabilities. We currently do not have
any arrangements in place for the completion of any debt financings or private
placement financings and there is no assurance that we will be successful in
completing any debt financing or private placement financing. Our success or
failure will be determined by what we find under the ground.
Plan of Operation
The Plan of Operation for the next 12 months is to raise
$2,500,000 for the building of Enigmas 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 May 31, 2015, we had a cash balance of $89,934. 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.
10
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 May 31, 2016.
Results of Operations for the Years Ended May 31, 2015 and
2014
The following summary of our results of operations should be
read in conjunction with our audited financial statements for the years ended
May 31, 2015 and 2014.
Our operating results for the years ended May 31, 2015 and 2014
are summarized as follows:
|
|
|
Year
Ended |
|
|
|
|
May 31
|
|
|
|
|
2015 |
|
|
2014 |
|
|
Revenue |
$ |
|
|
$ |
|
|
|
Operating Expenses |
|
(599,592 |
) |
|
(262,569 |
) |
|
Other Income (Expense) |
|
(3,601 |
) |
|
14,549 |
|
|
Net Loss |
$ |
(603,193 |
) |
$ |
(248,020 |
) |
Revenues
We have not earned any revenues since our inception and we do
not anticipate earning revenues in the near future.
Operating Expenses
Our operating expenses for the years ended May 31, 2015 and
2014 are outlined in the table below:
|
|
|
Year
Ended |
|
|
|
|
May 31
|
|
|
|
|
2015 |
|
|
2014 |
|
|
Depreciation |
$ |
|
|
$ |
330 |
|
|
Foreign exchange loss (gain) |
|
4,627 |
|
|
(7,001 |
) |
|
General and administrative
|
|
378,610 |
|
|
264,522 |
|
|
Impairment of mineral rights |
|
201,250 |
|
|
- |
|
|
Mineral exploration costs |
|
15,105 |
|
|
4,718 |
|
|
Total expenses |
$ |
599,592 |
|
$ |
262,569 |
|
Liquidity and Financial Condition
Working Capital
|
|
At |
|
|
At |
|
|
|
May 31, |
|
|
May 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Current assets |
$ |
98,920 |
|
$ |
2,188 |
|
Current liabilities |
|
129,712 |
|
|
269,880 |
|
Working capital (deficit) |
$ |
(30,792 |
) |
$ |
(267,692 |
) |
11
Cash Flows
|
|
Year
Ended |
|
|
|
|
|
|
May 31 |
|
|
|
2015 |
|
|
2014 |
|
Net Cash Used in Operating
Activities |
$ |
(163,044 |
) |
$ |
(149,928 |
) |
Net Cash Used in investing activities |
|
|
|
|
|
|
Net Cash Provided by
Financing Activities |
|
252,843 |
|
|
150,000 |
|
Net increase (decrease) in cash during period
|
$ |
89,799 |
|
$ |
72 |
|
Operating Activities
Net cash used in operating activities during the year ended May
31, 2015 was $163,044 compared to $149,928 for the year ended May 31,
2014.
Investing Activities
Net cash used in investing activities during the year ended May
31, 2015 was $Nil compared to $Nil for the year ended May 31, 2014.
Financing Activities
During the year ended May 31, 2015, we received proceeds of
$252,843 from share subscriptions. During the year ended May 31, 2014, we
received proceeds of $150,000 from share subscriptions.
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.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our audited 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 managements 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 its
inception on February 23, 2006 and has not yet realized any revenues from its
planned operations. It is primarily engaged in the acquisition and exploration
of mining properties. Mineral property exploration costs are expensed as
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. 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 probable reserve. If mineral properties are
subsequently abandoned or impaired, any capitalized costs will be charged to
operations.
12
Long-lived Assets
In accordance with ASC 360, Property, Plant, and Equipment,
our 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
Our company records stock-based compensation in accordance with
ASC 718, Compensation-Stock Compensation and ASC 505, Equity Based Payments
to Non-Employees, 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.
NEW ACCOUNTING PRONOUNCEMENTS
The Company has limited operations and is considered to be in
the exploration stage. During the year ended May 31, 2015, the Company has
elected to early adopt Accounting Standards Update No. 2014-10, Development
Stage Entities (Topic 915): Elimination of Certain Financial Reporting
Requirements. The adoption of this ASU allows the Company to remove the
inception to date information and all references to exploration stage.
Item 7A. |
Quantitative and Qualitative Disclosures
About Market Risk |
As a smaller reporting company, we are not required to
provide the information required by this Item.
Item 8. |
Financial Statements and Supplementary
Data |
Our audited financial statements are stated in United States
dollars (US$) and are prepared in accordance with United States generally
accepted accounting principles.
The following audited financial statements are filed as part of
this annual report:
13
WOLVERINE TECHNOLOGIES CORP.
(FORMERLY WOLVERINE
EXPLORATION INC.)
May 31, 2015
(Expressed in U.S. dollars)
14
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Wolverine
Technologies Corp.
(formerly Wolverine Exploration, Inc.)
British
Columbia, Canada
We have audited the accompanying balance sheets of Wolverine
Technologies Corp. (formerly Wolverine Exploration Inc.) (the Company) as of
May 31, 2015 and 2014, and the related statements of operations, stockholders
equity (deficit), and cash flows for each of the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform an audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Wolverine
Technologies Corp. (formerly Wolverine Exploration Inc.) as of May 31, 2015 and
2014, and the results of its operations and its cash flows for each of the years
then ended, in conformity with accounting principles generally accepted in the
United States of America.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, The Company has suffered recurring loss from
operations and has a working capital deficit. These factors raise substantial
doubt about the Companys ability to continue as a going concern. Managements
plans in regard to this matter also are described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
August 28, 2015
F-1
WOLVERINE TECHNOLOGIES CORP.
(FORMERLY WOLVERINE
EXPLORATION INC.)
Balance Sheets
(Expressed in U.S. dollars)
|
|
May 31, |
|
|
May 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
89,934 |
|
|
135 |
|
Amounts receivable |
|
3,986 |
|
|
2,053 |
|
Prepaid expenses |
|
5,000 |
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets |
|
98,920 |
|
|
2,188 |
|
|
|
|
|
|
|
|
Mineral property costs (Note 3) |
|
|
|
|
201,250 |
|
|
|
|
|
|
|
|
Total Assets |
|
98,920 |
|
|
203,438 |
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS
DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities |
|
102,557 |
|
|
215,966 |
|
Due to related party (Note 5) |
|
27,155 |
|
|
53,914 |
|
|
|
|
|
|
|
|
Total Liabilities |
|
129,712 |
|
|
269,880 |
|
|
|
|
|
|
|
|
Stockholders Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock, 500,000,000 shares authorized, $0.001 par value
272,664,328 and
194,063,333 shares issued and outstanding, respectively |
|
272,664 |
|
|
194,063 |
|
Additional paid-in capital |
|
4,550,914 |
|
|
3,990,672 |
|
Accumulated deficit |
|
(4,854,370 |
) |
|
(4,251,177 |
) |
|
|
|
|
|
|
|
Total Stockholders Deficit |
|
(30,792 |
) |
|
(66,442 |
) |
|
|
|
|
|
|
|
Total Liabilities and Stockholders Deficit |
|
98,920 |
|
|
203,438 |
|
(The accompanying notes are an integral part of these financial
statements)
F-2
WOLVERINE TECHNOLOGIES CORP.
(FORMERLY WOLVERINE
EXPLORATION INC.)
Statements of Operations
(Expressed in U.S.
dollars)
|
|
Year |
|
|
Year |
|
|
|
Ended |
|
|
Ended |
|
|
|
May 31, |
|
|
May 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
$ |
|
|
$ |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
330 |
|
Foreign exchange
loss (gain) |
|
4,627 |
|
|
(7,001 |
) |
General and administrative |
|
378,610 |
|
|
264,522 |
|
Impairment of
mineral rights (Note 3) |
|
201,250 |
|
|
|
|
Mineral exploration costs |
|
15,105 |
|
|
4,718 |
|
|
|
|
|
|
|
|
Total Expenses |
|
599,592 |
|
|
262,569 |
|
|
|
|
|
|
|
|
Net Loss |
|
(599,592 |
) |
|
(262,569 |
) |
|
|
|
|
|
|
|
Other Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on settlement of debt (Note 6) |
|
(3,601 |
) |
|
|
|
Write-off of accounts payable (Note 4) |
|
|
|
|
14,549 |
|
|
|
|
|
|
|
|
Total Other Income |
|
(3,601 |
) |
|
14,549 |
|
|
|
|
|
|
|
|
Net Loss |
|
(603,193 |
) |
|
(248,020 |
) |
|
|
|
|
|
|
|
Net
Loss Per Share, Basic and Diluted |
|
(0.00 |
) |
|
(0.00 |
) |
|
|
|
|
|
|
|
Weighted Average Shares Outstanding |
|
202,031,278 |
|
|
198,987,991 |
|
(The accompanying notes are an integral part of these financial
statements)
F-3
WOLVERINE TECHNOLOGIES CORP.
(FORMERLY WOLVERINE
EXPLORATION INC.)
Statements of Stockholders Equity (Deficit)
(Expressed in U.S. dollars)
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in |
|
|
Accumulated |
|
|
|
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Total |
|
|
|
# |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2013 |
|
151,563,333 |
|
|
151,563 |
|
|
3,581,922 |
|
|
(4,003,157 |
) |
|
(269,672 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for
purchase of interest in mineral properties |
|
17,500,000 |
|
|
17,500 |
|
|
183,750 |
|
|
|
|
|
201,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash |
|
15,000,000 |
|
|
15,000 |
|
|
135,000 |
|
|
|
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued to settle
related party debt |
|
10,000,000 |
|
|
10,000 |
|
|
54,000 |
|
|
|
|
|
64,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contribution |
|
|
|
|
|
|
|
36,000 |
|
|
|
|
|
36,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year |
|
|
|
|
|
|
|
|
|
|
(248,020 |
) |
|
(248,020 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2014 |
|
194,063,333 |
|
|
194,063 |
|
|
3,990,672 |
|
|
(4,251,177 |
) |
|
(66,442 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash |
|
40,000,995 |
|
|
40,001 |
|
|
212,842 |
|
|
|
|
|
252,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued to settle
debt |
|
30,100,000 |
|
|
30,100 |
|
|
270,900 |
|
|
|
|
|
301,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued to settle
related party debt |
|
8,500,000 |
|
|
8,500 |
|
|
76,500 |
|
|
|
|
|
85,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year |
|
|
|
|
|
|
|
|
|
|
(603,193 |
) |
|
(603,193 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2015 |
|
272,664,328 |
|
|
272,664 |
|
|
4,550,914 |
|
|
(4,854,370 |
) |
|
(30,792 |
) |
(The accompanying notes are an integral part of these financial
statements)
F-4
WOLVERINE TECHNOLOGIES CORP.
(FORMERLY WOLVERINE
EXPLORATION INC.)
Statements of Cash Flows
(Expressed in U.S.
dollars)
|
|
Year |
|
|
Year |
|
|
|
Ended |
|
|
Ended |
|
|
|
May 31, |
|
|
May 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
(603,193 |
) |
|
(248,020 |
) |
|
|
|
|
|
|
|
Adjustments to
reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
330 |
|
Loss on settlement of debt |
|
3,601 |
|
|
|
|
Impairment of
mineral rights |
|
201,250 |
|
|
|
|
Write-off of accounts payable |
|
|
|
|
(14,549 |
) |
|
|
|
|
|
|
|
Changes in operating assets and
liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts receivable |
|
(1,933 |
) |
|
908 |
|
Accounts payable |
|
233,990 |
|
|
113,514 |
|
Due to related party |
|
8,241 |
|
|
(2,111 |
) |
Prepaid expenses |
|
(5,000 |
) |
|
- |
|
|
|
|
|
|
|
|
Net Cash Used In Operating Activities |
|
(163,044 |
) |
|
(149,928 |
) |
|
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
252,843 |
|
|
150,000 |
|
|
|
|
|
|
|
|
Net
Cash Provided By Financing Activities |
|
252,843 |
|
|
150,000 |
|
|
|
|
|
|
|
|
Increase in Cash |
|
89,799 |
|
|
72 |
|
|
|
|
|
|
|
|
Cash, Beginning of Year |
|
135 |
|
|
63 |
|
|
|
|
|
|
|
|
Cash, End of Year |
|
89,934 |
|
|
135 |
|
|
|
|
|
|
|
|
Non-cash Investing and
Financing Activities: |
|
|
|
|
|
|
Shares issued pursuant to the
acquisition of mineral properties |
|
|
|
|
201,250 |
|
Shares issued to
settle accounts payable |
|
301,000 |
|
|
|
|
Shares issued to settle related
party debt |
|
85,000 |
|
|
64,000 |
|
Capital contribution from related party |
|
|
|
|
36,000 |
|
|
|
|
|
|
|
|
Supplemental Disclosures: |
|
|
|
|
|
|
Interest paid |
|
|
|
|
|
|
Income taxes paid |
|
|
|
|
|
|
(The accompanying notes are an integral part of these financial
statements)
F-5
WOLVERINE TECHNOLOGIES CORP.
(FORMERLY WOLVERINE
EXPLORATION INC.)
Notes to the Financial Statements
May 31, 2015
(Expressed in U.S. dollars)
Wolverine Technologies Corp. (formerly Wolverine Exploration
Inc.) (the Company) was incorporated in the State of Nevada on February 23,
2006. The Companys 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 10. Enigma is in the business of developing security applications
for cyber systems focusing on the mobile smartphone markets. This agreement has
not yet closed.
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 10.
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 of May 31, 2015, the Company has a working capital deficiency of
$30,792 and has accumulated losses of $4,854,370 since inception. These factors
raise substantial doubt regarding the Companys 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. |
Significant Accounting
Policies |
(a) |
Basis of Presentation |
|
|
|
These financial statements and related notes are
presented in accordance with accounting principles generally accepted in
the United States, and are expressed in U.S. dollars. The Companys fiscal
year-end is May 31. |
|
|
(b) |
Use of Estimates |
|
|
|
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
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses in the
reporting period. The Company regularly evaluates estimates and
assumptions related to stock-based compensation, and deferred income tax
asset valuation allowances. The Company bases its estimates and
assumptions on current facts, historical experience and various other
factors that it believes to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying
values of assets and liabilities and the accrual of costs and expenses
that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the
Companys estimates. To the extent there are material differences between
the estimates and the actual results, future results of operations will be
affected. |
|
|
(c) |
Cash and Cash Equivalents |
|
|
|
The Company considers all highly liquid instruments with
maturity of three months or less at the time of issuance to be cash
equivalents. |
|
|
(d) |
Mineral Property Costs |
|
|
|
The Company has been in the exploration stage since its
inception on February 23, 2006 and has not yet realized any revenues from
its planned operations. Mineral property exploration costs are expensed as
incurred. Mineral property acquisition costs are initially capitalized.
The Company assesses the carrying costs for impairment under ASC 360,
Property, Plant, and Equipment at each fiscal quarter end. 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 probable reserve. If mineral properties are subsequently abandoned or impaired, any
capitalized costs will be charged to operations. |
F-6
(e) |
Property and Equipment |
|
|
|
Equipment is stated at cost and is depreciated over their
estimated useful lives on a three year straight-line basis. |
|
|
(f) |
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. |
|
|
(g) |
Asset Retirement Obligations |
|
|
|
The Company follows the provisions of ASC 440, Asset
Retirement and Environmental Obligations, which establishes standards
for the initial measurement and subsequent accounting for obligations
associated with the sale, abandonment or other disposal of long-lived
tangible assets arising from the acquisition, construction or development
and for normal operations of such assets. The Company did not have any
asset retirement obligations at May 31, 2015 and 2014. |
|
|
(h) |
Income Taxes |
|
|
|
The Company accounts for income taxes using the asset and
liability method in accordance with ASC 740, Income Taxes. The
asset and liability method provides that deferred tax assets and
liabilities are recognized for the expected future tax consequences of
temporary differences between the financial reporting and tax bases of
assets and liabilities, and for operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using the
currently enacted tax rates and laws that will be in effect when the
differences are expected to reverse. The Company records a valuation
allowance to reduce deferred tax assets to the amount that is believed
more likely than not to be realized. |
|
|
(i) |
Foreign Currency Translation |
|
|
|
The Companys functional and reporting currency is the
United States dollar. Occasional transactions may occur in Canadian
dollars and management has adopted ASC 830, Foreign Currency
Translation Matters. Monetary assets and liabilities denominated in
foreign currencies are translated using the exchange rate prevailing at
the balance sheet date. Non-monetary assets and liabilities denominated in
foreign currencies are translated at rates of exchange in effect at the
date of the transaction. Average monthly rates are used to translate
revenues and expenses. Gains and losses arising on translation or
settlement of foreign currency denominated transactions or balances are
included in the determination of income. |
|
|
(j) |
Stock-based Compensation |
|
|
|
The Company records stock-based compensation in
accordance with ASC 718, Compensation Stock Compensation and
ASC 505, Equity Based Payments to Non-Employees, 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. |
F-7
(k) |
Earnings (Loss) Per Share |
|
|
|
The Company computes earnings (loss) per share in
accordance with ASC 260, Earnings per Share. ASC 260 requires
presentation of both basic and diluted earnings per share (EPS) on the
face of the income statement. Basic EPS is computed by dividing earnings
(loss) available to common shareholders (numerator) by the weighted
average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares
outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing
diluted EPS, the average stock price for the period is used in determining
the number of shares assumed to be purchased from the exercise of stock
options or warrants. Diluted EPS excludes all dilutive potential shares if
their effect is anti dilutive. |
|
|
(l) |
Financial Instruments and Fair Value Measures |
|
|
|
ASC 820, Fair Value Measurements and
Disclosures, requires an entity to maximize the use of
observable inputs and minimize the use of unobservable inputs when
measuring fair value. ASC 820 establishes a fair value hierarchy based on
the level of independent, objective evidence surrounding the inputs used
to measure fair value. A financial instruments categorization within the
fair value hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. ASC 820 prioritizes the inputs
into three levels that may be used to measure fair
value: |
Level 1
Level 1 applies to assets or
liabilities for which there are quoted prices in active markets for identical
assets or liabilities.
Level 2
Level 2 applies to assets or
liabilities for which there are inputs other than quoted prices that are
observable for the asset or liability such as quoted prices for similar assets
or liabilities in active markets; quoted prices for identical assets or
liabilities in markets with insufficient volume or infrequent transactions (less
active markets); or model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by, observable
market data.
Level 3
Level 3 applies to assets or
liabilities for which there are unobservable inputs to the valuation methodology
that are significant to the measurement of the fair value of the assets or
liabilities.
The Companys financial instruments
consist principally of cash, amounts receivable, accounts payable, and amount
due to a related party. Pursuant to ASC 820, the fair value of cash is
determined based on Level 1 inputs, which consist of quoted prices in active
markets for identical assets. The recorded values of all other financial
instruments approximate their current fair values because of their nature and
respective maturity dates or durations.
(m) |
Comprehensive Income |
|
|
|
ASC 220, Comprehensive Income, establishes
standards for the reporting and display of comprehensive loss and its
components in the financial statements. As at May 31, 2015 and 2014, the
Company has no items that represent a comprehensive loss and, therefore,
has not included a schedule of comprehensive loss in the financial
statements. |
|
|
(n) |
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. |
|
|
(o) |
Reclassifications |
|
|
|
Certain comparative figures have been reclassified to
conform to the current year's presentation. |
F-8
On June 11, 2013, the Company issued 17,500,000 shares of
common stock with a fair value of $201,250 to acquire 20 mineral claims located
in the Cariboo Mining District of British Columbia. During the year ended May
31, 2015, the Company determined that the carrying amount of the mineral claims
is not recoverable and exceeds its fair value and, therefore, recognized an
impairment of $201,250. During the year ended May 31, 2015, the Company decided
to change its focus from mineral exploration to cyber security.
During the year ended May 31, 2014, the Company wrote off
accounts payable of $14,549 related to debt that is no longer owing.
5. |
Related Party Transactions |
|
(a) |
During the year ended May 31, 2015, the Company incurred
consulting fees of $16,082 (2014 - $nil) to a company controlled by the
President of the Company. |
|
|
|
|
(b) |
During the year ended May 31, 2015, the Company incurred
consulting fees of $16,470 (2014 - $nil) to a Director of the
Company. |
|
|
|
|
(c) |
During the year ended May 31, 2015, the Company incurred
consulting fees of $37,558 (2014 - $33,798) to the former President of the
Company. |
|
|
|
|
(d) |
During the year ended May 31, 2015, the Company incurred
consulting fees of $106,777 (2014 - $112,660) and rent of $10,678 (2014 -
$11,266) to a company controlled by the brother of the former President of
the Company which is included in general and administrative
expenses. |
|
|
|
|
(e) |
As at May 31, 2015, the Company owed $11,073 (2014 -
$35,468) to the former President of the Company which is non-interest
bearing, unsecured, and due on demand. |
|
|
|
|
(f) |
As at May 31, 2015, the Company owes $16,082 (2014 -
$18,446) for cash advances received from a company controlled by the
brother of the former President of the Company, which is non-interest
bearing, unsecured, and due on demand. As at May 31, 2015, an additional
amount of $4,969 (2014 - $59,819) is owing to the related company and is
included in accounts payable. |
|
|
|
|
(g) |
As at May 31, 2015, included in accounts payable is the
amount of $nil (2014 - $24) owed to the brother of the former President of
the Company, which is non-interest bearing, unsecured and due on
demand. |
|
|
|
|
(h) |
On September 8, 2014, the Company issued 5,000,000 shares
of common stock to settle related party accounts payable of
$50,000. |
|
|
|
|
(i) |
On April 28, 2015, the Company issued 3,500,000 shares of
common stock to settle related party accounts payable of
$35,000. |
Stock transactions during the year ended May 31, 2015:
(a) |
On September 8, 2014, the Company issued 5,000,000 shares
of common stock with a fair value of $50,000 to settle related party
accounts payable of $50,000. |
|
|
(b) |
On September 29, 2014, the Company issued 1,500,000
shares of common stock pursuant to a private placement at Cdn$0.01 per
share for proceeds of $13,449 (Cdn$15,000). |
|
|
(c) |
On April 28, 2015, the Company issued 3,500,000 shares of
common stock with a fair value of $35,000 to settle related party accounts
payable of $35,000. |
|
|
(d) |
On February 28, 2015, the Company received stock
subscriptions for 1,000,000 shares of common stock pursuant to a private
placement at Cdn$0.01 per share for proceeds of $7,998
(Cdn$10,000). |
|
|
(a) |
On April 28, 2015, the Company issued 30,100,000 shares
of common stock with a fair value of $301,000 to settle accounts payable
of $297,399, resulting in a loss on settlement of debt of
$3,601. |
|
|
(b) |
On May 31, 2015, the Company issued 500,000 shares of
common stock pursuant to a private placement at $0.01 per share for
proceeds of $5,000. |
F-9
(c) |
On May 31, 2015, the Company issued 35,500,995 shares of
common stock pursuant to a private placement at Cdn$0.0075 per share for
proceeds of $214,097 (Cdn$266,257). |
|
|
(d) |
During the year ended May 31, 2015, the Company received
stock subscriptions for 1,500,000 shares of common stock pursuant to a
private placement at Cdn$0.01 per share for proceeds of $12,299
(Cdn$15,000). |
Stock transactions during the year ended May 31, 2014:
(a) |
On June 11, 2013, the Company issued 17,500,000 shares of
common stock with a fair value of $201,250 to acquire mineral claims.
Refer to Note 3. |
|
|
(b) |
On September 5, 2013, the Company issued 15,000,000
shares of common stock at $0.01 per share for proceeds of
$150,000. |
|
|
(c) |
On September 17, 2013, the Company increased the
authorized share capital from 200,000,000 to 500,000,000 shares of common
stock with no change in par value. |
|
|
(d) |
On February 24, 2014, the Company issued 10,000,000
shares of common stock with a fair value of $64,000 to settle accounts
payable of $100,000 owing to a company controlled by the brother of the
President of the Company. The company recorded the remaining $36,000 as a
capital contribution from a related party. |
7. |
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 Companys
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 Companys 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,
May 31, 2014 |
|
5,100,000 |
|
$ |
0.05 |
|
|
1.00 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired |
|
(4,900,000 |
) |
$ |
0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding and exercisable, May 31, 2015 |
|
200,000 |
|
$ |
0.05 |
|
|
1.28 |
|
$ |
|
|
(a) |
On January 31, 2007, the Company entered into a
consulting agreement with a company whereby it has agreed to pay $7,998
(Cdn$10,000) per month. The Company is obligated to issue a bonus of 5% of
the Companys 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 May 31, 2015,
the Company has not issued a bonus. During the year ended May 31, 2015,
the Company recorded consulting fees of
$106,777. |
The Company has net operating losses carried forward of
$2,943,000 available to offset taxable income in future years which expires
beginning in fiscal 2027.
The Company is subject to United States federal and state
income taxes at an approximate rate of 34%. The reconciliation of the provision
for income taxes at the United States federal statutory rate compared to the
Companys income tax expense as reported is as follows:
|
|
2015 |
|
|
2014 |
|
|
|
$ |
|
|
$ |
|
Income tax recovery at
statutory rate |
|
(205,086 |
)
|
|
(84,327 |
)
|
Valuation allowance change |
|
205,086 |
|
|
84,327 |
|
Provision for income taxes |
|
|
|
|
|
|
The significant components of deferred income tax assets and
liabilities at May 31, 2015 and 2014, are as follows:
F-10
|
|
2015 |
|
|
2014 |
|
|
|
$ |
|
|
$ |
|
Mineral property costs |
|
484,983 |
|
|
479,848 |
|
Net
operating losses carried forward |
|
997,571 |
|
|
792,486 |
|
Gross deferred income tax
assets |
|
1,482,554 |
|
|
1,272,333 |
|
Valuation allowance |
|
(1,482,554 |
) |
|
(1,272,333 |
) |
Net deferred income tax asset |
|
|
|
|
|
|
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 finders fee consisting of 30,000,000 shares
of common stock of the Company (the Finders 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
Finders Shares. At August 28, 2015, the agreement has not yet closed.
On July 13, the Company issued 10,906,665 shares of which,
4,906,665 were issued at CDN $0.0075 per share pursuant to a private placement,
3,000,000 shares were issued at CDN $0.01 per share pursuant to a private
placement and 3,000,000 shares were issued at US $0.01 per share in settlement
of outstanding debt.
F-11
Item 9. |
Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
|
There were no disagreements related to accounting principles or
practices, financial statement disclosure, internal controls or auditing scope
or procedure during the two fiscal years and interim periods.
Item 9A (T). |
Controls and Procedures
|
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in
Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act 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
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with
the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of May 31, 2015. Based on the evaluation
of these disclosure controls and procedures, and in light of the weaknesses
identified below, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were not effective.
Managements Report on Internal Control over Financial
Reporting
Our management is responsible for establishing and maintaining
effective internal control over financial reporting. Under the supervision of
our Chief Executive Officer and Chief Financial Officer, the Company conducted
an evaluation of the effectiveness of our internal control over financial
reporting as of May 31, 2015 using the criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
A material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the Companys annual or
interim financial statements will not be prevented or detected on a timely
basis. In its assessment of the effectiveness of internal control over financial
reporting as of May 31, 2015, the Company determined that there were significant
deficiencies that constituted material weaknesses, as described below.
|
(1) |
lack of a functioning audit committee and lack of a
majority of outside directors on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures; |
|
|
|
|
(2) |
inadequate segregation of duties consistent with control
objectives; |
|
|
|
|
(3) |
insufficient written policies and procedures for
accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and |
|
|
|
|
(4) |
ineffective controls over period end financial disclosure
and reporting processes. |
Management is currently evaluating remediation plans for the
above control deficiencies.
In light of the existence of these control deficiencies,
management concluded that there is a reasonable possibility that a material
misstatement of the annual or interim financial statements will not be prevented
or detected on a timely basis by the Companys internal controls.
As a result, management has concluded that the Company did not
maintain effective internal control over financial reporting as of May 31, 2015
based on criteria established in Internal ControlIntegrated Framework
issued by COSO.
15
MaloneBailey LLP, Certified Public Accounting Firm, an
independent registered public accounting firm, was not required to and has not
issued a report concerning the effectiveness of our internal control over
financial reporting as of May 31, 2015.
Changes in Internal Control
During the year ended May 31, 2015 there were no changes in our
internal control over financial reporting that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Item 9B. |
Other Information |
None
PART III
Item 10. |
Directors, Executive Officers and Corporate
Governance |
All of the directors of our company hold office until the next
annual meeting of the stockholders or until their successors have been elected
and qualified. Our officers are appointed by our board of directors and hold
office until their death, resignation or removal from office. Our directors and
executive officers, their ages, positions held, and duration as such, are as
follows:
|
|
|
Date First Elected |
Name |
Position Held with
the Company |
Age |
or Appointed |
|
|
|
|
Richard Haderer |
President, Chief Executive Officer, Chief |
51 |
April
13, 2015 |
|
Financial Officer and Director |
|
|
|
|
|
|
Luke Rich |
Vice President, Exploration and Business |
49 |
June
14, 2010 |
|
Development |
|
|
|
|
|
|
David Ian Chalk |
Director |
56
|
April 13, 2015 |
Business Experience
The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he was employed.
Richard Haderer
Mr. Haderer has worked as a regulatory consultant for Wolverine
since February of 2006. Mr. Haderer has been President of PubCo Services Inc.
since April 1996. PubCo Services Inc. provides regulatory consulting services to
public traded companies. Mr. Haderer has also served as a director and officer
of several public traded companies. From November 1989 to April 1996, Mr.
Haderer worked as a Listing Analyst with the Alberta Stock Exchange (now the TSX
Venture Exchange).
16
Luke Rich
Mr. Rich is a member of the Innu Nation and Mushuau Innu First
Nations and is a former VP of the Innu Nation. Prior to joining Wolverine, Mr.
Rich was also Co-CEO of the Innu Development Limited Partnership (IDLP) from
October 2007 to April 2010. IDLP participated in the construction of the mine
and mill for the Voisey Bay Nickel Project. Mr. Rich is also a board member of
various IDLP owned companies including Innu Mikun Airlines, Innu Keiwit
Constructor LP and the Innu/SNC Lavalin Partnership.
Dr. David Chalk
Dr. Chalk is a pioneer in the technology industry having
created Doppler Computers and Chalk Media Inc. which was sold to Research in
Motion, now Blackberry, in 2009. Dr. Chalk has also received numerous awards for
his many innovations in the business and technology worlds. Among his many
accolades, Dr. Chalk has received an Honorary Doctorate of Technology from the
University of Fraser Valley, Ernst and Youngs Entrepreneur Award also industry
leading awards for software development in the mobility, security and education
and digital video fields.
Family Relationships
There are no family relationships among our directors or
officers.
Involvement in Certain Legal Proceedings
Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:
1. any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to
a pending criminal proceeding (excluding traffic violations and other minor
offences);
3. being subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; or
4. being found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended, or vacated.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors and persons who own more than 10% of our
common stock to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common stock and other equity
securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and
greater than 10% shareholders are required by the SEC regulations to furnish us
with copies of all Section 16(a) reports that they file.
Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended May 31, 2015, all filing requirements applicable
to our officers, directors and greater than 10% percent beneficial owners were
complied with.
Audit Committee and Audit Committee Financial Expert
We do not have an audit committee; our entire board of
directors performs the function of an audit committee. Our board of directors
has determined that it does not have a member that qualifies as an "audit
committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K,
and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A
under the Securities Exchange Act of 1934, as amended.
17
We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements. We
believe that retaining an independent director who would qualify as an "audit
committee financial expert" would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated any material revenues to date. In addition, we
currently do not have nominating, compensation or audit committees or committees
performing similar functions nor do we have a written nominating, compensation
or audit committee charter. Our board of directors does not believe that it is
necessary to have such committees because it believes the functions of such
committees can be adequately performed by our board of directors.
Code of Ethics
We adopted a Code of Ethics applicable to all of our directors,
officers, employees and consultants, which is a "code of ethics" as defined by
applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our
registration statement on Form S-1 filed on July 15, 2008. If we make any
amendments to our Code of Ethics other than technical, administrative, or other
non-substantive amendments, or grant any waivers, including implicit waivers,
from a provision of our Code of Ethics to our chief executive officer, chief
financial officer, or certain other finance executives, we will disclose the
nature of the amendment or waiver, its effective date and to whom it applies in
a Current Report on Form 8-K filed with the SEC.
Item 11. |
Executive Compensation
|
The particulars of the compensation paid to the following
persons:
|
|
our principal executive officer; |
|
|
|
|
|
each of our two most highly compensated
executive officers who were serving as executive officers at the end of the years ended May 31,
2015, 2014 and 2013; and |
|
|
|
|
|
up to two additional individuals for whom
disclosure would have been provided under (b) but for the fact that the individual was not serving as
our executive officer at the end of the years ended May 31, 2015, 2014 and 2013, |
who we will collectively refer to as the named executive
officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer,
other than our principal executive officers, whose total compensation did not
exceed $100,000 for the respective fiscal year:
SUMMARY COMPENSATION
TABLE |
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
Pension |
|
|
|
|
|
|
|
|
|
Value and |
|
|
|
|
|
|
|
|
|
Nonqualified |
All |
|
|
|
|
|
|
|
Non-Equity |
Deferred |
Other |
|
Name |
|
|
|
Stock |
Option |
Incentive Plan |
Compensation |
Compensati |
|
and Principal |
|
Salary |
Bonus |
Awards |
Awards |
Compensation |
Earnings |
on |
Total |
Position |
Year |
($) |
($) |
($) |
($)* |
($) |
($) |
($) |
($) |
|
|
|
|
|
|
|
|
|
|
Lee Costerd |
2015
|
$37,558 |
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$33,798 |
Former Chief |
2014
|
$33,798 |
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$35,813 |
Executive |
2013
|
$35,813 |
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$36,023 |
Officer, Chief |
|
|
|
|
|
|
|
|
|
Financial Officer |
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
Director) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Haderer |
2015
|
$16,082 |
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$16,082 |
|
|
|
|
|
|
|
|
|
|
Chief Executive |
|
|
|
|
|
|
|
|
|
Officer, Chief |
|
|
|
|
|
|
|
|
|
Financial Officer |
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
Director) |
|
|
|
|
|
|
|
|
|
18
Stock Options/SAR Grants
During the period from inception (February 23, 2006) to May 31,
2015, we granted 550,000 stock options with an exercise price of $0.14 per share
and an expiry date of May 28, 2015 to our executive officer. On September 9,
2011 the exercise price of the stock options was amended to $0.05 per share.
Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Values
There were no options exercised during our fiscal year ended
May 31, 2015 or May 31, 2014 by any officer or director of our company.
Compensation of Directors
We reimburse our directors for expenses incurred in connection
with attending board meetings. We have not paid any director's fees or other
cash compensation for services rendered as a director since our inception to May
31, 2015.
We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director. No director received
and/or accrued any compensation for their services as a director, including
committee participation and/or special assignments.
Employment Contracts and Termination of Employment and
Change in Control Arrangements
We have not entered into any employment agreement or consulting
agreement with our directors and executive officers.
There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive stock options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of our board of directors.
We have no plans or arrangements with respect to remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.
Item 12. |
Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
|
The following table sets forth, as of August 25, 2015, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers. Each person
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.
Name and Address of Beneficial Owner |
Amount and Nature of |
Percentage |
|
Beneficial Ownership |
of Class(1)
|
|
|
|
|
|
|
Bruce Costerd |
17,500,000 |
6.2%
|
55-11020 Williams
Road |
|
|
Richmond, British Columbia V7A 1X8 |
|
|
19
Name and Address of Beneficial Owner |
Amount and Nature of |
Percentage |
|
Beneficial Ownership |
of Class(1)
|
|
|
|
|
|
|
Paul Andrew
Westlund |
15,000,000 |
5.3% |
18208 92 Ave |
|
|
Surrey, BC V4N 3Y8 |
|
|
|
|
|
Richard Haderer |
6,030,000 |
2.1% |
103 Huntcroft Place
NE |
|
|
Calgary, Alberta T2K 4E6 |
|
|
Luke Rich |
|
|
P.O. Box 65 |
1,125,140 |
0.4% |
Natuashish, NL A0P1A0 |
|
|
David Ian Chalk |
|
|
20629 86A Ave |
700,000 |
0.2% |
Langley, British Columbia V1M 3X3 |
|
|
|
|
|
Directors and Officers as a Group |
7,855,140 |
2.7% |
|
(1) |
Under Rule 13d-3, a beneficial owner of a security
includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i)
voting power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose or
direct the disposition of shares. Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as
shown in this table does not necessarily reflect the persons actual
ownership or voting power with respect to the number of shares of common
stock actually outstanding on August 25, 2015. As of August 25, 2015,
there were 282,070,993 shares of our companys common stock issued and
outstanding. |
Changes in Control
We are unaware of any contract or other arrangement or
provisions of our Articles or Bylaws the operation of which may at a subsequent
date result in a change of control of our company. There are not any provisions
in our Articles or Bylaws, the operation of which would delay, defer, or prevent
a change in control of our company.
Item 13. |
Certain Relationships and Related
Transactions, and Director Independence |
Except as disclosed herein, there have been no transactions or
proposed transactions in which the amount involved exceeds the lesser of
$120,000 or one percent of the average of our total assets at year-end for the
last three completed fiscal years in which any of our directors, executive
officers or beneficial holders of more than 5% of the outstanding shares of our
common stock, or any of their respective relatives, spouses, associates or
affiliates, has had or will have any direct or material indirect interest.
Director Independence
We currently act with three directors, Mr. Richard Haderer, Mr.
Luke Rich and Mr. David Chalk. We have determined that we do not have a director
that qualifies as an independent director as defined in NASDAQ Marketplace
Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating
committee, but our entire board of directors act in such capacity. We believe
that our directors are capable of analyzing and evaluating our financial
statements and understanding internal controls and procedures for financial
reporting. Our directors do not believe that it is necessary to have an audit
committee because we believe that the functions of an audit committee can be
adequately performed by the board of directors. In addition, we believe that
retaining additional independent directors who would qualify as an audit
committee financial expert would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development.
20
Item 14. |
Principal Accountants Fees and Services
|
The aggregate fees billed for the most recently completed
fiscal years ended May 31, 2015and 2014 for professional services rendered by
the principal accountant for the audit of our annual financial statements and
review of the financial statements included in our quarterly reports on Form
10-Q and services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for these fiscal periods
were as follows:
|
Year Ended
May 31 |
|
2015 ($) |
2014 ($) |
Audit Fees |
USD $13,500 |
USD $9,500
CDN$4,600 |
Audit Related Fees |
Nil |
Nil |
Tax Fees |
Nil |
Nil |
All Other Fees |
Nil |
Nil |
Total |
USD $13,500 |
USD $9,500
CDN$4,600 |
Our board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.
Our board of directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.
PART IV
Item 15. |
Exhibits, Financial Statement Schedules
|
Exhibits required by Item 601 of Regulation S-K
Exhibit |
|
Number |
Description |
|
|
(3) |
(i) Articles of
Incorporation; and (ii) Bylaws |
|
|
3.1 |
Articles of Incorporation of
Wolverine Exploration Inc. 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 Exploration
Inc., 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 Exploration Inc., filed as an Exhibit to our Form S-1
(Registration Statement) filed on July 15, 2008 and incorporated herein by
reference. |
|
|
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. |
21
Exhibit |
|
Number |
Description |
(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.
22
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, thereto duly authorized.
|
WOLVERINE TECHNOLOGIES CORP. |
|
(Registrant) |
|
|
|
|
Dated: August 28, 2015 |
/s/
Richard Haderer |
|
Richard Haderer |
|
President, Chief Executive Officer, Chairman
|
|
and Director |
|
(Principal Executive Officer) |
|
|
|
|
Dated: August 28, 2015 |
/s/
Richard Haderer |
|
Richard Haderer |
|
Chief Financial Officer and Director |
|
(Principal Financial Officer and Principal
|
|
Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
|
WOLVERINE TECHNOLOGIES CORP. |
|
(Registrant) |
|
|
|
|
Dated: August 28, 2015 |
/s/ Richard Haderer |
|
Richard Haderer |
|
President, Chief Executive Officer, |
|
Chairman and Director |
|
(Principal Executive Officer) |
|
|
|
|
Dated: August 28, 2015 |
/s/
Richard Haderer |
|
Richard Haderer |
|
Chief Financial Officer and Director |
|
(Principal Financial Officer and |
|
Principal Accounting Officer) |
|
|
|
|
Dated: August 28, 2015 |
/s/
Luke Rich |
|
Luke Rich |
|
Director |
|
|
|
|
Dated: August 28, 2015 |
/s/ David Chalk |
|
David Chalk |
|
Director |
23
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 Annual Report on Form 10-K of
Wolverine Exploration Inc.; |
|
|
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: August 28, 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 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 Annual Report on Form 10-K of Wolverine Exploration
Inc. for the year ended May 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 Exploration Inc. |
Dated: August 28, 2015
/s/ Richard
Haderer |
Richard Haderer |
Chief Executive Officer, Chief Financial Officer and |
Director |
(Principal Executive Officer, Principal Financial |
Officer and Principal Accounting Officer) |
Wolverine Exploration Inc. |
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
Exploration Inc. and will be retained by Wolverine Exploration Inc. and
furnished to the Securities and Exchange Commission or its staff upon
request.
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