0001062993-22-002065.txt : 20220202 0001062993-22-002065.hdr.sgml : 20220202 20220201181621 ACCESSION NUMBER: 0001062993-22-002065 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 38 CONFORMED PERIOD OF REPORT: 20211130 FILED AS OF DATE: 20220202 DATE AS OF CHANGE: 20220201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wolverine Technologies Corp. CENTRAL INDEX KEY: 0001424404 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-53767 FILM NUMBER: 22580569 BUSINESS ADDRESS: STREET 1: UNIT #55, 11020 WILLIAMS ROAD CITY: RICHMOND STATE: A1 ZIP: V7A 1X8 BUSINESS PHONE: (778) 297-4409 MAIL ADDRESS: STREET 1: UNIT #55, 11020 WILLIAMS ROAD CITY: RICHMOND STATE: A1 ZIP: V7A 1X8 FORMER COMPANY: FORMER CONFORMED NAME: Wolverine Exploration Inc. DATE OF NAME CHANGE: 20080118 10-Q 1 form10q.htm FORM 10-Q Wolverine Technologies Corp.: Form 10-Q - Filed by newsfilecorp.com
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended      November 30, 2021

or

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to ______________________

Commission File Number             000-53767

WOLVERINE TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

98-0569013

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

#55-11020 Williams Road, Richmond, British Columbia, Canada V7A 1X8
(Address of principal executive offices) (Zip Code)

 

778.297.4409

(Registrant's telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] YES    [   ] NO   

Indicate by check mark whether the has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 month (or for such shorter period that the registrant was required to submit such files).
[   ] YES    [X] NO   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act

Large accelerated filer [   ] Accelerated filer                    [   ]
Non-accelerated filer   [X] Smaller reporting company   [X]
  Emerging growth company   [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
[   ] YES    [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[   ] YES    [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
715,626,548 common shares issued and outstanding as of January 24, 2022.

 


PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim financial statements for the three and six month periods ended November 30, 2021 form part of this quarterly report.  They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.


WOLVERINE TECHNOLOGIES CORP.

November 30, 2021
(Expressed in U.S. dollars)

(Unaudited)

 

 Index
  
Balance Sheets as of November 30, 2021 (Unaudited) and May 31, 2021F-2
  
Statements of Operations for the three and six months ended November 30, 2021 and 2020 (Unaudited)F-3
  
Statements of Stockholders' Deficit for the six months ended November 30, 2021 and 2020 (Unaudited)F-4
  
Statements of Cash Flows for the six months ended November 30, 2021 and 2020 (Unaudited)F-5
  
Notes to the Financial StatementsF-6
F-1

WOLVERINE TECHNOLOGIES CORP.
Balance Sheets
(Expressed in U.S. dollars)
    November 30,
2021
$
    May 31,
2021
$
 
    (Unaudited)        
ASSETS            
             
Current Assets            
             
Cash   4,456     9,111  
Other receivable   4,452     9,313  
             
Total Assets   8,908     18,424  
             
LIABILITIES AND STOCKHOLDERS' DEFICIT            
             
Current Liabilities            
             
Accounts payable and accrued liabilities   129,986     126,458  
Accounts payable - related parties (Note 3)   225,495     208,998  
             
Total Liabilities   355,481     335,456  
             
Commitments and contingencies (Note 7)   -     -  
             
Stockholders' Deficit            
             
Common stock, 2,000,000,000 shares authorized, $0.001 par value
715,626,548 and 635,626,548 shares issued and outstanding at November
30, 2021 and May 31, 2021, respectively
  715,627     635,627  
Subscriptions received   -     44,703  
Additional paid-in capital   5,561,781     5,483,001  
Accumulated deficit   (6,623,981 )   (6,480,363 )
             
Total Stockholders' Deficit   (346,573 )   (317,032 )
             
Total Liabilities and Stockholders' Deficit   8,908     18,424  
(The accompanying notes are an integral part of these condensed financial statements.)
F-2

WOLVERINE TECHNOLOGIES CORP.
Statements of Operations
(Expressed in U.S. dollars)
(Unaudited)
 
    Three Months     Three Months     Six Months     Six Months  
    Ended     Ended     Ended     Ended  
    November 30,     November 30,     November 30,     November 30,  
    2021     2020     2021     2020  
    $     $     $     $  
                         
Operating Expenses                        
                         
General and administrative   84,124     35,693     147,995     69,564  
Mineral property exploration costs   7,334     1,431     7,334     1,431  
                         
Total Operating Expenses   91,458     37,124     155,329     70,995  
                         
Net Loss Before Other Expenses   (91,458 )   (37,124 )   (155,329 )   (70,995 )
                         
Other Income (Expense)                        
                         
Foreign exchange gain (loss)   2,835     (2,122 )   11,711     (5,113 )
                         
Net Loss   (88,623 )   (39,246 )   (143,618 )   (76,108 )
                         
Net Loss Per Common Share, Basic and Diluted   (0.00 )   (0.00 )   (0.00 )   (0.00 )
                         
Weighted Average Common Shares Outstanding, Basic and Diluted   681,566,439     635,126,548     677,697,586     635,126,548  

(The accompanying notes are an integral part of these condensed financial statements.)
F-3


WOLVERINE TECHNOLOGIES CORP.
Statements of Changes in Stockholders' Deficit
For the six months ended November 30, 2021 and 2020
(Expressed in U.S. dollars)
(Unaudited)
 

 

Six Months Ended November 30, 2021

 

             
                      Additional              
    Common Stock     Subscriptions     Paid-in     Accumulated        
    Shares     Amount     Received     Capital     Deficit     Total  
    #     $     $     $     $     $  
                                     
Balance, May 31, 2021   635,626,548     635,627     44,703     5,483,001     (6,480,363 )   (317,032 )
                                     
Common stock issued for cash   18,000,000     18,000     -     18,217     -     36,217  
                                     
Common stock issued for subscriptions received   22,000,000     22,000     (44,703 )   22,703     -     -  
                                     
Net loss for the period   -     -     -     -     (54,995 )   (54,995 )
                                     
Balance, August 31, 2021   675,626,548     675,627     -     5,523,921     (6,535,358 )   (335,810 )
                                     
Common stock issued for cash   40,000,000     40,000     -     37,860     -     77,860  
                                     
Net loss for the period   -     -     -     -     (88,623 )   (88,623 )
                                     
Balance, November 30, 2021   715,626,548     715,627     -     5,561,781     (6,623,981 )   (346,573 )
 
Six Months Ended November 30, 2020              
                                     
                      Additional              
    Common Stock     Subscriptions     Paid-in     Accumulated        
    Shares     Amount     Received     Capital     Deficit     Total  
    #     $     $     $     $     $  
                                     
Balance, May 31, 2020   630,626,548     630,627     10,736     5,477,265     (6,303,713 )   (185,085 )
                                     
Net loss for the period   -     -     -     -     (36,862 )   (36,862 )
                                     
Balance, August 31, 2020   630,626,548     630,627     10,736     5,477,265     (6,340,575 )   (221,947 )
                                     
Common stock issued to settle debt   500,000     500     (1,000 )   500     -     -  
                                     
Common stock issued for subscription payable   4,500,000     4,500     (9,736 )   5,236     -     -  
                                     
Net loss for the period   -     -     -     -     (39,246 )   (39,246 )
                                     
Balance, November 30, 2020   635,626,548     635,627     -     5,483,001     (6,379,821 )   (261,193 )
 
(The accompanying notes are an integral part of these condensed financial statements.)
F-4

WOLVERINE TECHNOLOGIES CORP.
Statements of Cash Flows
(Expressed in U.S. dollars)
(Unaudited)

 

    Six Months     Six Months  
    Ended     Ended  
    November 30,     November 30,  
    2021     2020  
    $     $  
             
Operating Activities            
             
Net loss   (143,618 )   (76,108 )
             
Changes in operating assets and liabilities:            
             
Other receivable   4,861     (1,335 )
Accounts payable   3,528     59,452  
Accounts payable - related parties   16,497     14,781  
             
Net Cash Used in Operating Activities   (118,732 )   (3,210 )
             
Financing Activities            
             
Bank indebtedness   -     33  
Proceeds from common stock issued   114,077     -  
             
Net Cash Provided by Financing Activities   114,077     33  
             
Decrease in Cash   (4,655 )   (3,177 )
             
Cash, Beginning of Period   9,111     3,177  
             
Cash, End of Period   4,456     -  
             
             
Non-cash Investing and Financing Activities:            
   Common stock issued to settle accounts payable   -     1,000  
   Common stock issued for prior year subscriptions   44,703     9,736  
             
Supplemental Disclosures:            
Interest paid   -     -  
Income taxes paid   -     -  
(The accompanying notes are an integral part of these condensed financial statements.)
F-5

WOLVERINE 
TECHNOLOGIES CORP.
Notes to the Financial Statements
November 30, 2021
(Expressed in U.S. dollars)
(unaudited)
1.    Organization and Basis of Presentation
Wolverine Technologies Corp. (the "Company") was incorporated in the State of Nevada on February 23, 2006. The Company's principal business was the acquisition and exploration of mineral resources. The Company had not determined that its properties contain mineral reserves that were economically recoverable, financing had not yet become available, and commodity prices had not fully recovered. Therefore, management decided to change the focus of the Company to include cyber security. Effective August 12, 2015, the Company changed its name from Wolverine Exploration Inc. to Wolverine Technologies Corp. The Company has now refocused its efforts back to the exploration of mineral resources.
The recent outbreak of the novel coronavirus COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020, has led to adverse impacts on the U.S. and global economies, disruptions of financial markets, and created uncertainty regarding potential impacts to the Company's operations. The COVID-19 pandemic has impacted and could further impact the Company's operations and the operations of the Company's suppliers and vendors as a result of quarantines, facility closures, and travel and logistics restrictions. The extent to which the COVID-19 pandemic impacts the Company's business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread, severity, and impact of the COVID-19 pandemic, the effects of the COVID-19 pandemic on the Company's suppliers and vendors and the remedial actions and stimulus measures adopted by local and federal governments, and to what extent normal economic and operating conditions can resume. The management team is closely following the progression of COVID-19 and its potential impact on the Company.  Even after the COVID-19 pandemic has subsided, the Company may experience adverse impacts to its business as a result of any economic recession or depression that has occurred or may occur in the future. Therefore, the Company cannot reasonably estimate the impact at this time on its business, liquidity, capital resources and financial results.
Basis of Presentation
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company's fiscal year-end is May 31. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted.
The accompanying financial statements of the Company should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company's Annual Report on Form 10-K/A for the fiscal year ended May 31, 2021. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company's financial position and the result of its operations and its cash flows for the periods shown.
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.
Going Concern
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. The Company plans to raise financing of debt or equity. There can be no assurance that additional financing will be available when needed or, if available, that it can be obtained on commercially reasonable terms. At November 30, 2021, the Company has a working capital deficiency of $346,573 and has accumulated losses of $6,623,981 since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Re-classification
Certain comparative figures on the statement of cash flows have been reclassified to conform with the current period’s classification.
6

WOLVERINE TECHNOLOGIES CORP.
Notes to the Financial Statements
November 30, 2021
(Expressed in U.S. dollars)
(unaudited)

2.    Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.     Related Party Transactions

(a) During the six months ended November 30, 2021, the Company incurred consulting fees of $7,918 (2020 - $15,401) to a company controlled by the Chief Financial Officer of the Company.

(b) As at November 30, 2021, the Company owes $61,108 (May 31, 2021 - $57,292) to a company controlled by the Chief Financial Officer of the Company, which is non-interest bearing, unsecured and due on demand.

(c) As at November 30, 2021, the Company owes $31,285 (May 31, 2021 - $33,228) to a Director of the Company, which is non-interest bearing, unsecured and due on demand.

(d) During the six months ended November 30, 2021, the Company recorded consulting fees of $47,169 (Cdn$60,000) (2020 -$46,113 (Cdn$60,000)) to a company controlled by a consultant of the Company.  The consultant was acting in a similar capacity to, and has responsibilities normally associated with, that of an executive officer.  The consultant has been appointed as CEO and director effective January 24, 2022. As at November 30, 2021, the Company owes $130,409 (May 31, 2021 - $114,914) to this company, which is non-interest bearing, unsecured and due on demand (see Note 7(a)).  As at November 30, 2021, the Company also owes $2,693 (May 31, 2021 - $3,491) to this consultant for expense reimbursement, which is non-interest bearing, unsecured and due on demand.

4. Mineral Properties

In November 2020 and April 2021, the Company staked mineral claims located in Labrador, Canada for $2,668 (Cdn$3,448). During the six months ended November 30, 2021, the Company extended the mineral claim licenses for $7,334 (Cdn$9,400). During the six months ended November 30, 2021, the Company wrote off the mineral property acquisition costs of $7,334 (2020 - $1,431) due to the uncertainty of establishing proven and probable reserves.

5. Common Stock

Stock transactions during the six months ended November 30, 2021:

(a) On July 26, 2021, the Company issued 37,000,000 shares of common stock at a price of Cdn$ 0.0025 per share pursuant to a private placement for cash proceeds of $75,295 (Cdn$92,500), of which $40,953 (Cdn$50,000) was received during the year ended May 31, 2021.

(b) On July 26, 2021, the Company issued 3,000,000 shares of common stock at a price of $ 0.001875 per share pursuant to a private placement for cash proceeds of $5,625, of which $3,750 was received during the year ended May 31, 2021.

(c) On November 30, 2021, the Company issued 30,000,000 shares of common stock at a price of Cdn$0.0025 per share pursuant to a private placement for cash proceeds of $59,110 (Cdn$75,000).

(d) On November 30, 2021, the Company issued 10,000,000 shares of common stock at a price of $0.001875 per share pursuant to a private placement for cash proceeds of $18,750.

Stock transactions during the six months ended November 30, 2020:

(a)   On September 25, 2020, the Company issued 500,000 shares of common stock with a fair value of $1,000 to settle $1,085 (Cdn$1,500) in debt, resulting in a gain on settlement of $85.

(b)   On September 25, 2020, the Company issued 4,500,000 shares of common stock pursuant to a private placement for cash proceeds of $9,736 (Cdn$13,500).

At November 30, 2021 and 2020, the Company had no dilutive shares, or common stock equivalents.

7


WOLVERINE TECHNOLOGIES CORP.

Notes to the Financial Statements
November 30, 2021
(Expressed in U.S. dollars)
(unaudited)

6. Stock-based Compensation

On May 28, 2010, the Board of Directors of the Company adopted the 2010 Stock Plan (the "Plan"). The maximum number of shares of the Company's common stock available for issuance under the Plan is 10,294,500 shares. An aggregate of 5,147,250 shares may be issued under stock options and an aggregate of 5,147,250 shares may be issued in the form of restricted shares. As at November 30, 2021, there were none issued.

At November 30, 2021 and 2020, the Company had no outstanding or exercisable stock options.

7.    Commitments

(a) On January 31, 2007, the Company entered into a consulting agreement with a company controlled by a consultant of the Company, whereby it has agreed to pay $7,702 (Cdn$10,000) per month to manage the financing and exploration projects of the Company. The consultant has been appointed as CEO and director effective January 24, 2022. The Company is obligated to issue a bonus of 5% of the Company's issued and outstanding common shares as of the date of the payment of the bonus upon and only in the event of the discovery of a major commercially viable mineral resource deposit. As at November 30, 2021, the Company has not issued a bonus. During the six months ended November 30, 2021, the Company recorded consulting fees of $47,169 (Cdn$60,000) (2020 -$46,113 (Cdn$60,000)). See note 3(d).

(b) On April 19, 2016, the Company signed a Share Purchase Agreement with a Director of the Company, whereby the Company will issue, in a private placement, 400,000,000 shares of common stock of the Company in consideration for one-third of the net proceeds that the Director will receive from the sale of the Director's 15% interest in Decision-Zone Inc. As of the date of this filing, the agreement has not yet closed.

8. Subsequent Events

The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of November 30, 2021, have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC

8


Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements.  These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", the "Company" and "Wolverine" mean Wolverine Technologies Corp., unless otherwise indicated.

Corporate History

Our company was incorporated in the State of Nevada on February 23, 2006 and is quoted on the OTC Pink under the symbol WOLV. 

Since we began operations in 2006, the Company has been focused primarily on the exploration for and development of base and precious metal properties located in North America.  In February 2007, we acquired a right to earn a 90% interest in approximately 520 claims through a combination of an upfront cash payment of $34,000, an upfront share payment of 34,000,000 common shares of Wolverine, and by making exploration expenditure commitments totaling $600,000 over three years.  From 2007 to the present, we spent approximately US$710,757 to earn our 90% interest in the Cache River Property; Shenin Resources Inc. maintains a 10% carried interest in the project.

The Cache River Property now consists of a total of 53 mineral claims of which 6 claims are held under Licence 013472M and an additional 47 claims were recently staked and are held under Licenses 031643M and 031889M. We are not currently conducting any exploration on the Cache River Property but will return to exploration on the Cache River Property in the spring/summer of 2022.

We have not yet determined whether the Cache River Property contain mineral reserves that are economically recoverable.


Our Current Business

We are an exploration stage mining company engaged in the identification, acquisition, and exploration of metals and minerals with a focus on base and precious metals. Our current operational focus is to raise sufficient funds to continue exploration activities on our property in Labrador, Canada, known as the Cache River Property.  The Cache River Property consists of a total of 53 mineral claims of which 6 claims are held under Licence 013472M and an additional 47 claims were recently staked and are held under Licenses 031643M and 031889M. We are not currently conducting any exploration on the Cache River Property. We intend to conduct further exploration activities on the Cache River when financing is available. We expect to review other potential exploration projects from time to time as they are presented to us.

On April 19, 2016, Wolverine entered into a Share Purchase Agreement with our Director, David Chalk, pursuant to which we have agreed to issue in a private placement 400,000,000 shares of our common stock in consideration for one-third of the net proceeds that Mr. Chalk may realize from the sale of Mr. Chalk's 15% equity interest in Decision-Zone Inc., a privately held cyber-security software company based in Ontario, Canada. The Agreement is subject to our Company increasing its authorized capital to allow for the issuance of the consideration shares. As of the date of this filing, the agreement has not yet closed.

Cash Requirements

There is limited historical financial information about us upon which to base an evaluation of our performance. We are in the development stage and have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to price and cost increases in services.

Over the next twelve months we intend to use any funds that we may have available to fund our Plan of Operation Not accounting for our working capital deficit of $346,573 as of November 30, 2021, we require additional funds of approximately $78,000 (CDN$100,000) at a minimum to proceed with our plan of operation over the next twelve months. As we do not have the funds necessary to cover our projected operating expenses for the next twelve-month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.

Our auditors have issued a going concern opinion for our year ended May 31, 2021. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated. As at November 30, 2021, we had minimal cash and had a working capital deficiency in the amount of $346,573.  As November 30, 2021, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.

Plan of Operation

The Plan of Operation for the next 12 months is to raise $78,000 (CDN$100,000) for the Phase 1 exploration program on the Cache River Property.

The work recently completed on the Cache River Property has identified an area that could host significant copper and gold mineralization in a previously unexplored area.  Exploration programs conducted between 2006 and 2012 consisting of prospecting, trenching and diamond drilling did not return significant results. However airborne and ground geophysical surveys identified numerous anomalies. Much of the previous drilling was limited in depth and many anomalies remain untested.  Prior to launching further deeper drilling, a review of all previous geophysical surveys will be completed by a qualified geophysicist to determine which type of new geophysical survey should be performed to locate deeper seated mineralization on the original 6 claims and on the new additional 47 claims that were staked in November and December of 2020.


 

Phase 1 Program Proposed Expenditures$CDN 
Project Management/Staff Costs$  10,000
Geophysicist (review of previous geophysics/work; recommend new program)$  15,000
Geophysical survey - to be determined$  55,000
Report revision/miscellaneous$    7,500
 Subtotal$  87,500
 Contingency 13%$ 12,500
 Phase 1 Total$100,000

As at November 30, 2021, we did not have cash and we will need to raise additional financing to fund our plan of operation over the next 12 months.

The continuation of our business is dependent upon obtaining further financing and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending November 30, 2022.

Corporate Offices

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 on a month-to-month basis.

Employees

Currently we do not have any employees. The Company utilizes consultants for the management, regulatory, administration, investor relations and geological functions of the Company. We do not expect any material changes in the number of employees over the next 12-month period. We will continue to retain consultants as required.

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements. For information regarding our Critical Accounting Policies, see the "Application of Critical Accounting Policies" section in our Form 10-K. 


Results of Operations

Three Months Ended November 30, 2021 and November 30, 2020

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended November 30, 2021, which are included herein.

Three-month summary ending November 30, 2021 and November 30, 2020

  Three Months Ended 
  November 30, 2021  November 30, 2020 
Revenue$Nil $Nil 
Operating Expenses$(91,458)$(37,124)
Other income (expense)$2,835 $(2,122)
Net Loss$(88,623)$(39,246)

Expenses

Our operating expenses for the three-month periods ended November 30, 2021 and November 30, 2020 are outlined in the table below:

  Three Months Ended  
  November 30, 2021  November 30, 2020 
General and administrative$84,124 $35,693 
Mineral property exploration costs$7,334 $1,431 

General and administrative expenses increased by $48,431 from $35,693 during the three months ended November 30, 2020 to $84,124 during the three months ended November 30, 2021.  This increase was primarily a result of an increase in professional fees of $28,934, an increase in transfer agent and filing fees of $12,697, and an increase in consulting fees of $6,447.

Mineral property and exploration costs increased by $5,903 from $1,431 during the three months ended November 30, 2020 to $7,334 during the three months ended November 30, 2021. Mineral property exploration costs increased during the quarter as a result of extending the staking licenses on mineral claims in Labrador, Canada.

Six Months Ended November 30, 2021 and November 30, 2020

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended November 30, 2021, which are included herein.

Six-month summary ending November 30, 2021 and November 30, 2020

  Six Months Ended 
  November 30, 2021  November 30, 2020 
Revenue$Nil $Nil 
Operating Expenses$(155,329)$(70,995)
Other income (expense)$11,711 $(5,113)
Net Loss$(143,618)$(76,108)

 


Expenses

Our operating expenses for the six-month periods ended November 30, 2021 and November 30, 2020 are outlined in the table below:

  Six Months Ended  
  November 30, 2021  November 30, 2020 
General and administrative$147,995 $69,564 
Mineral property exploration costs$7,334 $1,431 

General and administrative expenses increased by $78,431 from $69,564 during the six months ended November 30, 2020 to $147,995 during the six months ended November 30, 2021.  This increase was primarily a result of an increase in professional fees of $46,882, an increase in transfer agent and filing fees of $23,317, and an increase in consulting fees of $7,312.

Mineral property and exploration costs increased by $5,903 from $1,431 during the six months ended November 30, 2020 to $7,334 during the three months ended November 30, 2021. Mineral property exploration costs increased during the quarter as a result of extending the staking licenses on mineral claims in Labrador, Canada.

Revenue

We have not earned any revenues since our inception, and we do not anticipate earning revenues in the upcoming quarter.

Liquidity and Financial Condition

Working Capital

  As At
November 30,
2021
  As At
May 31,
2021
 
Current assets$8,908 $18,424 
Current liabilities (355,481) (335,456)
Working Capital Deficit$(346,573)$(317,032)

Cash Flows

  Six Months Ended  
  November 30,
2021
  November 30,
2020
 
Net Cash Used in Operating Activities$(118,732)$(3,210)
Net Cash Provided by Financing Activities 114,077  33 
Net change in cash during period$(4,655)$(3,177)

Operating Activities

Net cash used in operating activities during the six months ended November 30, 2021, was $118,732 compared to $3,210 during the six months ended November 30, 2020.  The increase in cash used in operating activities was primarily a result of an increase in net loss to $143,618 for the six months ended November 30, 2021 compared to $76,108 for the six months ended November 30, 2020, as well as a reduction in accounts payable of $3,528 for the six months ended November 30, 2021 as compared to $59,452 for the six months ended November 30, 2020 and a reduction in the change in accounts payable to related parties to $16,497 for the six months ended November 30, 2021 as compared to $14,781 for the six months ended November 30, 2020. 


Financing Activities

During the six months ended November 30, 2021, we received $114,077 from financing activities.  In the comparable period, we received $33 from financing activities.

Contractual Obligations

As a "smaller reporting company", we are not required to provide tabular disclosure obligations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Recent Accounting Standards

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Not required.

Item 4. Controls and Procedures

Management's Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer, principal financial officer, and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of November 30, 2021, the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer, principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing evaluation, and in light of weakness identified in our internal controls over financial reporting which were disclosed in our Annual Report on Form 10-K for the year ended May 31, 2021, our president (also our principal executive officer, principal financial and accounting officer) concluded that our disclosure controls and procedures were not effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended November 30, 2021 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.


PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceedings and, to the best of our knowledge, none of our property or assets are the subject of any pending legal proceedings

Item 1A.  Risk Factors

Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements".  Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below.  We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

If we do not obtain additional financing, the business plan will fail.

Our current operating funds are insufficient to complete the next phases of our proposed exploration program on our Labrador mineral claims. We will need to obtain additional financing in order to complete our business plan and our proposed exploration program. Our business plan calls for significant expenses in connection with the exploration of the Labrador Claims. We have not made arrangements to secure any additional financing.

Because we have only recently commenced business operations, we face a high risk of business failure and this could result in a total loss of your investment.

We are not currently conducting any exploration and are in the initial stages of exploration of the Labrador Claims, and thus have no way to evaluate the likelihood of whether our company will be able to operate our business successfully. Our Company was incorporated on February 23, 2006, and to date we have been involved primarily in organizational activities, obtaining financing and preliminary exploration of the Labrador Claims. We have not earned any revenues and we have never achieved profitability as of the date of this annual report. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in the light of problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that our company plans to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. We have no history upon which to base any assumption as to the likelihood that its business will prove successful, and we can provide no assurance to investors that our company will generate any operating revenues or ever achieve profitable operations. If our company is unsuccessful in addressing these risks its business will likely fail and you will lose your entire investment in this offering.

Because our company has only recently commenced business operations, we expect to incur operating losses for the foreseeable future.

Our company has never earned any revenue and our company has never been profitable. Prior to completing exploration on the Labrador Claims, we may incur increased operating expenses without realizing any revenues from the Labrador Claims, this could cause our company to fail and you will lose your entire investment in this offering.


If we do not find a joint venture partner for the continued development of our mineral claims, we may not be able to advance exploration work.

If the results of the exploration program are successful, we may try to enter into a joint venture agreement with a partner for the further exploration and possible production of the Labrador Claims. Our company would face competition from other junior mineral resource exploration companies who have properties that they deem to be attractive in terms of potential return and investment cost. In addition, if our company entered into a joint venture agreement, our company would likely assign a percentage of our interest in the Labrador Claims to the joint venture partner. If our company is unable to enter into a joint venture agreement with a partner, our company may fail and you may lose your entire investment in this offering.

Because of the speculative nature of mineral property exploration, there is substantial risk that no commercially viable deposits will be found and our business will fail.

Exploration for base and precious metals is a speculative venture involving substantial risk. We can provide investors with no assurance that the Labrador Claims contain commercially viable mineral deposits. The exploration program that our company will conduct on the Labrador Claims may not result in the discovery of commercially viable mineral deposits. Problems such as unusual and unexpected rock formations and other conditions are involved in base and precious metal exploration and often result in unsuccessful exploration efforts. In such a case, we may be unable to complete our business plan and you could lose your entire investment.

Because of the inherent dangers involved in base and precious metal exploration, there is a risk that our company may incur liability or damages as we conduct our business.

The search for base and precious metals involves numerous hazards. As a result, our company may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. Our company currently has no such insurance, nor do we expect to get such insurance in the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause our company to liquidate all of our assets resulting in the loss of your entire investment.

Because access to our company's mineral claims is often restricted by inclement weather, we will be delayed in exploration and any future mining efforts.

Access to the Labrador mineral claims is restricted to the period between May and November of each year due to snow in the area. As a result, any attempts to visit, test, or explore the property are largely limited to these few months of the year when weather permits such activities. These limitations can result in significant delays in exploration efforts, as well as mining and production in the event that commercial amounts of minerals are found. Such delays can result in our company's inability to meet deadlines for exploration expenditures as defined by the Province of Newfoundland and Labrador. This could cause the business venture to fail and the loss of your entire investment unless our company can meet the deadlines.

As our company undertakes exploration of the Labrador Claims, we will be subject to compliance with government regulation that may increase the anticipated time and cost of its exploration program.

There are several governmental regulations that materially restrict the exploration of minerals. Our company will be subject to the mining laws and regulations as contained in the Mineral Act of the Province of Newfoundland and Labrador as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. While our company's planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our time and costs of doing business and prevent our company from carrying out our exploration program.


Because market factors in the mining business are out of our control, our company may not be able to market any minerals that may be found.

The mining industry, in general, is intensely competitive and we can provide no assurance to investors even if minerals are discovered that a ready market will exist from the sale of any base or precious metals found. Numerous factors beyond our control may affect the marketability of base or precious metals. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our company not receiving an adequate return on invested capital and you may lose your entire investment.

Because our company holds a significant portion of our cash reserves in United States dollars, we may experience weakened purchasing power in Canadian dollar terms.

Our company holds a significant portion of our cash reserves in United States dollars. Due to foreign exchange rate fluctuations, the value of these United States dollar reserves can result in both translation gains or losses in Canadian dollar terms. If there was to be a significant decline in the United States dollar versus the Canadian Dollar, our US dollar purchasing power in Canadian dollars would also significantly decline. Our company has not entered into derivative instruments to offset the impact of foreign exchange fluctuations.

Our auditors have expressed substantial doubt about our company's ability to continue as a going concern.

The accompanying financial statements have been prepared assuming that our company will continue as a going concern. As discussed in Note 1 to the May 31, 2021, financial statements, our company was incorporated on February 23, 2006, and has never generated any revenue, has a working capital deficiency, and has incurred operating losses since inception. As a result, our company's auditor has expressed substantial doubt about the ability of our company to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

OTC Markets has placed a "Shell Risk" identifier on the Company's page on OTC Markets website.


OTC Markets has placed a "Shell Risk" identifier on the Company's page on OTC Markets website. The Company is not in agreement that it is a "Shell Company" as defined in Rule 12b-2 of the Exchange Act due to the operations conducted by the Company in the past few years in the technology sector, and that such operations have been more than nominal. If advisable or beneficial for the Company or its shareholders, the Company may elect to pursue the appeal process with OTC Markets to have the "Shell Risk" identifier removed.

The Company is subject to a cease trade order issued by the Alberta Securities Commission (“ASC”)


On October 5, 2020, the ASC issued a cease trade order against the Company for failure to file the annual financial statements and MD&A for the year ended May 31, 2020. A cease trade order has the effect of preventing the Company from raising capital and impairing the Company’s operations until the cease order has been revoked by the ASC. The Company has filed all of its outstanding filings and applied for a full revocation of the cease trade order but this no assurance that the ASC will grant a revocation.

 

Item 2. Unregistered Sales of Equity Securities

On July 26, 2021, we issued 3,000,000 shares of our common stock in a private placement at a purchase price of USD $0.001875 raising gross proceeds of $5,625. We received proceeds of $3,750 for 2,000,000 shares of common stock during the year ended May 31, 2021, and the balance of $1,875 for 1,000,000 shares of common stock during the three months ended August 31, 2021. We have issued all of securities to one (1) U.S. person (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 July 26, 2021, we issued 37,000,000 shares of our common stock in a private placement at a purchase price of CDN $0.0025 raising gross proceeds of $75,295 (CDN$92,500). We received proceeds of $40,953 (Cdn$50,000) for 20,000,000 shares of common stock during the year ended May 31, 2021, and the balance of $34,342 (Cdn$42,500) for 17,000,000 shares of common stock during the three months ended August 31, 2021. We have issued all of the shares to fifteen (15) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On November 30, 2021, we issued 10,000,000 shares of our common stock in a private placement at a purchase price of USD $0.001875 raising gross proceeds of USD $18,750.  We have issued all of securities to one (1) U.S. person (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 November 30, 2021, we issued 30,000,000 shares of our common stock in a private placement at a purchase price of CDN $0.0025 raising gross proceeds of CDN $75,000. We have issued all of the shares to eight (8) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety disclosures

N/A.

Item 5. Other Information

David Chalk resigned as a director of the Company effective December 1, 2021. Bruce Costerd has been appointed CEO and a director of the Company effective January 24, 2022. Richard Haderer has resigned as CEO of the Company effective January 24, 2022.

Item 6. Exhibits

Exhibit
Number
Description
  
(3)(i) Articles of Incorporation; and (ii) Bylaws
  
3.1Articles of Incorporation of Wolverine filed as an Exhibit to our Form S-1 (Registration Statement) on July 15, 2008 and incorporated herein by reference. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit3_1.htm

 


 

Exhibit
Number
Description
  
3.2Bylaws of Wolverine, filed as an Exhibit to our Form S-1 (Registration Statement) on July 15, 2008, and incorporated herein by reference. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit3_2.htm
  
3.3Certificate of Amendment of Wolverine, filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit3_3.htm
  
3.4Certificate 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. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit3_4.htm
  
3.5Certificate of Amendment of Wolverine, filed as an Exhibit to our Form 8-K filed on September 17, 2013 and incorporated herein by reference. https://www.sec.gov/Archives/edgar/data/1424404/000106299313004688/exhibit3-1.htm
  
3.6Articles of Merger of Wolverine, filed as an Exhibit to our Form 8-K filed on August 11, 2015 and incorporated herein by reference. https://www.sec.gov/Archives/edgar/data/1424404/000106299315004312/exhibit3-1.htm
  
3.7Certificate of Amendment of Wolverine, filed as an Exhibit to our Form 8-K filed on February 19, 2020 and incorporated herein by reference. https://www.sec.gov/Archives/edgar/data/1424404/000106299320001077/form8k.htm
  
(10)Material Contracts
  
10.1Vend-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. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit10_1.htm
  
10.2Consulting 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. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit10_2.htm
  
10.3Purchase 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. https://www.sec.gov/Archives/edgar/data/1424404/000106299313003044/exhibit10-1.htm
  
10.4Share Purchase Agreement between Wolverine and David Chalk dated April 19, 2016. https://www.sec.gov/Archives/edgar/data/1424404/000106299316009081/exhibit10-1.htm
  
(14)Code of Ethics
  
14.1Code of Ethics, filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit14.htm
  
(31)Rule 13a-14(a)/15d-14(a) Certifications
  
31.1*Certification of Principal Executive Officer Pursuant to Section 302 Certifications under Sarbanes-Oxley Act of 2002
  
31.2*Certification of Principal Financial Officer Pursuant to Section 302 Certifications under Sarbanes-Oxley Act of 2002

 


 

Exhibit
Number
Description
  
(32)Section 1350 Certifications
  
32.1*Certification of Principal Executive Officer Pursuant to Section 906 Certifications under Sarbanes-Oxley Act of 2002
  
32.2*Certification of Principal Financial Officer Pursuant to Section 906 Certifications under Sarbanes-Oxley Act of 2002
  
INLINE XBRL 
  
101.INS* Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document 
  
101.SCH* Inline XBRL Taxonomy Extension Schema Document 
  
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 
  
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 
  
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 
  
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 
  
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 WOLVERINE TECHNOLOGIES CORP.
 (Registrant)
  

Dated: February 1, 2022 

/s/ Bruce Costerd
 Bruce Costerd
 Chief Executive Officer and Director
 (Principal Executive Officer)
  
  
  

Dated: February 1, 2022 

/s/ Richard Haderer
 Richard Haderer
 Chief Financial Officer and Director
 (Principal Financial Officer and Principal Accounting Officer)

 


EX-31.1 2 exhibit31-1.htm EXHIBIT 31.1 Wolverine Technologies Corp.: Exhibit 31.1 - Filed by newsfilecorp.com

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, Bruce Costerd, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wolverine Technologies Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 1, 2022

/s/ Bruce Costerd                             
Bruce Costerd
Chief Executive Officer and Director
(Principal Executive Officer)


EX-31.2 3 exhibit31-2.htm EXHIBIT 31.2 Wolverine Technologies Corp.: Exhibit 31.2 - Filed by newsfilecorp.com

EXHIBIT 31.2

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard Haderer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wolverine Technologies Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 1, 2022

/s/ Richard Haderer                                                                        
Richard Haderer
Chief Financial Officer and Director
(Principal Financial Officer and Principal Accounting Officer)


EX-32.1 4 exhibit32-1.htm EXHIBIT 32.1 Wolverine Technologies Corp.: Exhibit 32.1 - Filed by newsfilecorp.com

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, Bruce Costerd, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q of Wolverine Technologies Corp. for the period ended November 30, 2021 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Wolverine Technologies Corp.

Dated: February 1, 2022

 

 

 

 

 

 

/s/ Bruce Costerd

 

Bruce Costard

 

Chief Executive Officer and Director

 

(Principal Executive Officer)

 

Wolverine Technologies Corp.

   

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Wolverine Technologies Corp. and will be retained by Wolverine Technologies Corp. and furnished to the Securities and Exchange Commission or its staff upon request.


EX-32.2 5 exhibit32-2.htm EXHIBIT 32.2 Wolverine Technologies Corp.: Exhibit 32.2 - Filed by newsfilecorp.com

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard Haderer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q of Wolverine Technologies Corp. for the period ended November 30, 2021 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Wolverine Technologies Corp.

Dated: February 1, 2022

 

 

 

 

 

 

/s/ Richard Haderer

 

Richard Haderer

 

Chief Financial Officer and Director

 

(Principal Financial Officer and Principal Accounting Officer)

 

Wolverine Technologies Corp.

   

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Wolverine Technologies Corp. and will be retained by Wolverine Technologies Corp. and furnished to the Securities and Exchange Commission or its staff upon request.


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Document and Entity Information - shares
6 Months Ended
Nov. 30, 2021
Jan. 24, 2022
Cover [Abstract]    
Entity Registrant Name WOLVERINE TECHNOLOGIES CORP.  
Entity Central Index Key 0001424404  
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Nov. 30, 2021  
Current Fiscal Year End Date --05-31  
Entity Filer Category Non-accelerated Filer  
Entity File Number 000-53767  
Entity Tax Identification Number 98-0569013  
Entity Incorporation, State or Country Code Z4  
Entity Address, Address Line One 55-11020 Williams Road, Richmond  
Entity Address, City or Town British Columbia  
Entity Common Stock, Shares Outstanding   715,626,548
Entity Address, State or Province NV  
Entity Address, Postal Zip Code V7A 1X8  
Local Phone Number 297.4409  
City Area Code 778  
Entity Current Reporting Status Yes  
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus Q2  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Interactive Data Current No