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EX-32.1 - EXHIBIT 32.1 - Wolverine Technologies Corp.exhibit32-1.htm
EX-31.1 - EXHIBIT 31.1 - Wolverine Technologies Corp.exhibit31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended February 29, 2020

or

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

For the transition period from _____________________ to _____________________

Commission File Number 000-53767

WOLVERINE TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)

Nevada 98-0569013
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
   
#55-11020 Williams Road, Richmond, British Columbia, Canada V7A 1X8
(Address of principal executive offices) (Zip Code)

778.297.4409
(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[ X ] YES       [  ] NO     

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

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [ 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.630,626,548 common shares issued and outstanding as of June 4, 2020.



PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim financial statements for the nine month period ended February 29, 2020 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.

February 29, 2020

(Expressed in U.S. dollars)

(Unaudited)

  Index
Balance Sheets as of February 29, 2020 (Unaudited) and May 31, 2019 F-2
Statements of Operations for the three and nine months ended February 29, 2020 and February 28, 2019 (Unaudited) F-3
Statements of Stockholders' Deficit for the three and nine months ended February 29, 2020 and February 28, 2019 (Unaudited) F-4
Statements of Cash Flows for the nine months ended February 29, 2020 and February 28, 2019 (Unaudited) F-5
Notes to the Financial Statements (Unaudited) F-6


WOLVERINE TECHNOLOGIES CORP.

Balance Sheets

(Expressed in U.S. dollars)

    February 29,
2020
$
    May 31,
2019
$
 
    (Unaudited)        
ASSETS            
             
Current Assets            
GST receivable   2,238     3,592  
Total Assets   2,238     3,592  
             
LIABILITIES AND STOCKHOLDERS' DEFICIT            
             
Current Liabilities            
             
Checks issued in excess of funds on deposit   44     -  
Accounts payable and accrued liabilities   172,466     191,901  
Short term debt - related parties   30,654     46,757  
Total Liabilities   203,164     238,658  
             
Stockholders' Deficit            
             
Common stock, 2,000,000,000 shares authorized, $0.001 par value
561,737,659 and 477,270,993 shares issued and outstanding at February 29, 2020 and May 31, 2019, respectively
  561,738     477,271  
Subscriptions received   69,262     60,862  
Additional paid-in capital   5,415,391     5,238,347  
Accumulated deficit   (6,247,317 )   (6,011,546 )
Total Stockholders' Deficit   (200,926 )   (235,066 )
Total Liabilities and Stockholders' Deficit   2,238     3,592  


WOLVERINE TECHNOLOGIES CORP.

Statements of Operations

(Expressed in U.S. dollars)

(Unaudited)

    Three Months     Three Months     Nine Months     Nine Months  
    Ended     Ended     Ended     Ended  
    February 29,     February 28,     February 29,     February 28,  
    2020     2019     2020     2019  
    $     $     $     $  
Operating Expenses                        
                         
General and administrative   64,935     46,061     191,163     183,432  
Total Operating Expenses   64,935     46,061     191,163     183,432  
Net Loss Before Other Expenses   (64,935 )   (46,061 )   (191,163 )   (183,432 )
Other Income (Expense)                        
                         
Gain on forgiveness of debt   -     -     2,747     -  
Foreign exchange gain (loss)   168     (665 )   (3,591 )   1,023  
Loss on settlement of debt   (45,651 )   -     (43,764 )   (3,086 )
Total Other Income (Expense)   (45,483 )   (665 )   (44,608 )   (2,063 )
                         
Net Loss   (110,418 )   (46,726 )   (235,771 )   (185,495 )
                         
Net Loss Per Common Share, Basic and Diluted   (0.00 )   (0.00 )   (0.00 )   (0.00 )
                         
Weighted Average Common Shares Outstanding, Basic and Diluted   543,969,040     477,270,993     523,927,766     454,065,865  


WOLVERINE TECHNOLOGIES CORP.

Statements of Stockholders' Deficit

For the three and nine months ended February 29, 2020 and February 28, 2019

(Expressed in U.S. dollars)

(Unaudited)

Three and nine months ended February 29, 2020  
                      Additional              
                Subscriptions     Paid-in     Accumulated        
    Shares     Amount     Received     Capital     Deficit     Total  
    #     $     $     $     $     $  
Balance, May 31, 2019   477,270,993     477,271     60,862     5,238,347     (6,011,546 )   (235,066 )
Common stock subscribed for cash   -     -     43,500     -     -     43,500  
Common stock issued for cash   5,000,000     5,000     -     7,349     -     12,349  
Common stock issued for subscription payable   16,200,000     16,200     (60,862 )   44,662     -     -  
Common stock issued to settle debt   1,500,000     1,500     -     1,500     -     3,000  
Net loss for the period   -     -     -     -     (65,010 )   (65,010 )
Balance, August 31, 2019   499,970,993     499,971     43,500     5,291,858     (6,076,556 )   (241,227 )
Common stock subscribed for cash   -     -     9,750     -     -     9,750  
Net loss for the period   -     -     -     -     (60,343 )   (60,343 )
Balance, November 30, 2019   499,970,993     499,971     53,250     5,291,858     (6,136,899 )   (291,820 )
Common stock issued to settle debt   61,766,666     61,767     -     123,533     -     185,300  
Common stock subscribed for cash   -     -     16,012     -     -     16,012  
Net loss for the period   -     -     -     -     (110,418 )   (110,418 )
Balance, February 29, 2020   561,737,659     561,738     69,262     5,415,391     (6,247,317 )   (200,926 )

Three and nine months ended February 28, 2019  
                      Additional              
                Subscriptions     Paid-in     Accumulated        
    Shares     Amount     Received     Capital     Deficit     Total  
    #     $     $     $     $     $  
Balance, May 31, 2018   432,020,993     432,021     66,328     5,105,472     (5,780,916 )   (177,095 )
Common stock subscribed for cash   -     -     2,282     -     -     2,282  
Net loss for the period   -     -     -     -     (52,042 )   (52,042 )
Balance, August 31, 2018   432,020,993     432,021     68,610     5,105,472     (5,832,958 )   (226,855 )
Common stock subscribed for cash   -     -     12,220     -     -     12,220  
Common stock issued for cash   23,800,000     23,800     (68,610 )   68,525     -     23,715  
Common stock subscribed to settle debt   6,850,000     6,850     -     20,550     -     27,400  
Common stock subscribed to settle related party debt   14,600,000     14,600     -     43,800     -     58,400  
Net loss for the period   -     -     -     -     (86,727 )   (86,727 )
Balance, November 30, 2018   477,270,993     477,271     12,220     5,238,347     (5,919,685 )   (191,847 )
Common stock subscribed for cash   -     -     33,812     -     -     33,812  
Net loss for the period   -     -     -     -     (46,726 )   (46,726 )
Balance, February 28, 2019   477,270,993     477,271     46,032     5,238,347     (5,966,411 )   (204,761 )


WOLVERINE TECHNOLOGIES CORP.

Statements of Cash Flows

(Expressed in U.S. dollars)

(Unaudited)

    Nine Months     Nine Months  
    Ended     Ended  
    February 29,     February 28,  
    2020     2019  
    $     $  
             
Operating Activities            
             
Net loss   (235,771 )   (185,495 )
             
Adjustments to reconcile net loss to net cash used in operating activities:            
Loss on settlement of debt   43,764     3,086  
(Gain) on forgiveness of debt   (2,747 )   -  
             
Changes in operating assets and liabilities:            
             
Other receivable   1,354     (3,753 )
Accounts payable   82,596     20,094  
Accounts payable - related parties   29,149     72,925  
             
Net Cash Used in Operating Activities   (81,655 )   (93,143 )
             
Financing Activities            
             
Checks issued in excess of funds on deposit   44     -  
Advances from shareholder   -     2,135  
Proceeds from issuance of common stock   12,349     25,997  
Net proceeds from common stock subscriptions   69,262     46,032  
             
Net Cash Provided by Financing Activities   81,655     74,164  
             
Change in Cash   -     (18,979 )
             
Cash, Beginning of Period   -     18,982  
             
Cash, End of Period   -     3  
             
Non-cash Investing and Financing Activities:            
  Shares issued to settle accounts payable   128,300     27,400  
  Shares issued to settle related party accounts payable   60,000     58,400  
  Payments made by shareholders on behalf of Company   -     3,302  
  Shares issued for prior year subscriptions   60,862     66,328  
             
Supplemental Disclosures:            
Interest paid   790     -  
Income taxes paid   -     -  


WOLVERINE TECHNOLOGIES CORP.

Notes to the Financial Statements

(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 prior principal business was the acquisition and exploration of mineral resources. The Company had not determined that its properties contain mineral reserves that were economically recoverable, financing had not yet become available, and commodity prices had not fully recovered. Therefore, management decided to change the focus of the Company to include cyber security. Effective August 12, 2015, the Company changed its name from Wolverine Exploration Inc. to Wolverine Technologies Corp.

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company's fiscal year-end is May 31. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted.

The accompanying financial statements of the Company should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2019. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company's financial position and the result of its operations and its cash flows for the periods shown.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

Going Concern

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. The Company plans to raise financing of debt or equity. There can be no assurance that additional financing will be available when needed or, if available, that it can be obtained on commercially reasonable terms. At February 29, 2020, the Company has a working capital deficiency of $200,926 and has accumulated losses of $6,247,317 since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Recent Accounting Pronouncements

In June 2018, the FASB issued ASU No. 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting" which addresses accounting for issuance of all share-based payments on the same accounting model. Previously, accounting for share-based payments to employees was covered by ASC Topic 718 while accounting for such payments to non-employees was covered by ASC Subtopic 505-50. As it considered recently issued updates to ASC 718, the FASB, as part of its simplification initiatives, decided to replace ASC Subtopic 505-50 with Topic 718 as the guidance for non-employee share-based awards. Under this new guidance, both sets of awards, for employees and non-employees, will essentially follow the same model, with small variations related to determining the term assumption when valuing a non-employee award as well as a different expense attribution model for non-employee awards as opposed to employee awards. The ASU is effective for public business entities beginning in 2019 calendar year. The Company adopted the new guidance on June 1, 2019.  The adoption of ASU 2016-02 did not have a material impact on the Company's financial statements as the Company did not have any share-based compensation.

In February 2016, FASB issued ASU 2016-02, Leases (Topic 842).  In addition, in July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11, Leases (Topic 842), Targeted Improvements, which provide an additional (and optional) transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. This ASU requires lessees to recognize a right of use asset and lease liability on the balance sheet for all leases, with the exception of short-term leases. The new accounting model for lessors remains largely unchanged, although some changes have been made to align it with the new lessee model and the new revenue recognition guidance. This update also requires companies to include additional disclosures regarding their lessee and lessor agreements.  The adoption of this standard did not have a material impact on the Company's financial statements as the Company has not entered into any long-term leases.


WOLVERINE TECHNOLOGIES CORP.

Notes to the Financial Statements

(Expressed in U.S. dollars)

(unaudited)

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

3. Related Party Transactions

(a) During the nine months ended February 29, 2020, the Company incurred consulting fees of $22,623 (2019 - $22,928) to a company controlled by the President of the Company.

(b) During the nine months ended February 29, 2020, the Company incurred consulting fees of $11,225 (2019 - $14,518) to a Director of the Company.

(c) As at February 29, 2020, the Company owes $11,945 (May 31, 2019 - $38,918) to a company controlled by the President of the Company, which is non-interest bearing, unsecured and due on demand.

(d) As at February 29, 2020, the Company owes $18,709 (May 31, 2019 - $7,839) to a Director of the Company, which is non-interest bearing, unsecured and due on demand.

(e) On February 13, 2020, the Company issued 20,000,000 shares of common stock with a fair value of $60,000 to the President of the Company to settle accounts payable of $45,251 (Cdn$60,000) owed to the President of the Company. This resulted in a loss on settlement of $14,749.

4. Common Stock

On January 14, 2020, the Company amended the Company's Articles of Incorporation to increase the authorized number of shares of the Company's common stock from 500,000,000 shares of common stock to 2,000,000,000 shares of common stock.

Stock transactions during the nine months ended February 29, 2020:

a) On August 23, 2019, the Company issued 16,200,000 shares of common stock pursuant to a private placement for cash proceeds of $60,862 (Cdn$81,000) received during the year ended May 31, 2019.

b) On August 23, 2019, the Company issued 5,000,000 shares of common stock pursuant to a private placement for cash proceeds of $12,349 (Cdn$16,500).

c) On August 23, 2019, the Company issued 1,500,000 shares of common stock with a fair value of $3,000 to settle accounts payable of $4,887 (Cdn$6,500), resulting in a gain on settlement of $1,887.

d) On February 3, 2020, the Company issued 8,100,000 shares of common stock with a fair value of $24,300 to settle accounts payable of $18,225, resulting in a loss of $6,075.

e) On February 13, 2020, the Company issued 33,666,666 shares of common stock with a fair value of $101,000 to settle accounts payable of $76,173, resulting in a loss on settlement of $24,827.

f) On February 13, 2020, the Company issued 20,000,000 shares of common stock with a fair value of $60,000 to settle related party accounts payable of $45,251, resulting in a loss on settlement of $14,749.

g) During the nine months ended February 29, 2020, the Company received cash proceeds of $89,750 for the issuance of 39,888,889 common shares. At February 29, 2020, the Company had also incurred share issuance costs of $20,488 which were offset against the proceeds received.  As of the date of these financial statements the shares had yet to be issued.

Stock transactions during the nine months ended February 28, 2019:

a) On October 15, 2018, the Company issued 6,850,000 shares of common stock with a fair value of $27,400 to settle accounts payable of $26,414, resulting in a loss of $986.

b) On October 15, 2018, the Company issued 14,600,000 shares of common stock with a fair value of $58,400 to settle related party accounts payable of $56,300, resulting in a loss on settlement of $2,100.

c) On October 15, 2018, the Company issued 23,800,000 shares of common stock pursuant to a private placement at Cdn$0.005 per share for proceeds pf $92,325 (Cdn$119,000). Proceeds of $66,328 (Cdn$85,000) were received during the year ended May 31, 2018.


WOLVERINE TECHNOLOGIES CORP.

Notes to the Financial Statements

(Expressed in U.S. dollars)

(unaudited)

d) During the nine months ended February 28, 2019, the Company received cash proceeds of $46,032 (Cdn$61,000) relating to share subscriptions. The shares were unissued at February 28, 2019 and the amounts received for these shares have been reflected in stock subscriptions received in the balance sheet.

At February 29, 2020 and February 28, 2019, the Company had no dilutive shares, or common stock equivalents.

5. Stock-based Compensation

On May 28, 2010, the Board of Directors of the Company adopted the 2010 Stock Plan (the "Plan"). The maximum number of shares of the Company's common stock available for issuance under the Plan is 10,294,500 shares. An aggregate of 5,147,250 shares may be issued under stock options and an aggregate of 5,147,250 shares may be issued in the form of restricted shares.

At February 29, 2020 and February 28, 2019, the Company had no outstanding or exercisable stock options.

6. Commitments

(a) On January 31, 2007, the Company entered into a consulting agreement with a company whereby it has agreed to pay $7,530 (Cdn$10,000) per month. The Company is obligated to issue a bonus of 5% of the Company's issued and outstanding common shares as of the date of the payment of the bonus upon and only in the event of the discovery of a major commercially viable mineral resource deposit. As at February 29, 2020, the Company has not issued a bonus. During the nine months ended February 29, 2020, the Company recorded consulting fees of $67,502 (Cdn$90,000). During the nine months ended February 28, 2019, the Company recorded consulting fees of $68,785 (Cdn$90,000).

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

7. Subsequent Events

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report. The item disclosed below represents the only material subsequent event to report.

a) On March 13, 2020, the Company issued 15,000,000 shares of common stock to settle accounts payable of $32,257 (Cdn$45,000).

b) On March 13, 2020, the Company issued 53,888,889 shares of common stock pursuant to a private placement for cash proceeds of $121,250, of which $89,750 had been received prior to February 29, 2020. The Company had also incurred share issuance costs of $20,488 prior to February 29, 2020.

c) On May 29, 2020, the Company entered into a debt settlement agreement to settle $1,085 (Cdn$1,500) in exchange for the issuance 500,000 shares of common stock. As of the date of this filing, these shares have not been issued.

d) Subsequent to February 29, 2020, the Company received subscriptions of $9,715 (Cdn$13,500) for the issuance of 4,500,000 common shares.


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

Forward-Looking Statements

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

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

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

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

Corporate History

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

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

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

Our Current Business

We are an exploration stage mining company engaged in the identification, acquisition, and exploration of metals and minerals with a focus on base and precious metals. Our current operational focus is to raise sufficient funds to continue exploration activities on our property in Labrador, Canada, known as the Cache River Property.  We are not currently conducting any exploration on the Cache River Property. We intend to conduct further exploration activities on the Cache River when financing is available. We expect to review other potential exploration projects from time to time as they are presented to us.


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

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 $200,926 as of February 29, 2020, we require additional funds of approximately $100,000 at a minimum to proceed with our plan of operation over the next twelve months. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.

Our auditors have issued a going concern opinion for our year ended May 31, 2019. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated. As at February 29, 2020 we had cash in the amount of $Nil and a working capital deficiency in the amount of $200,926.  As of February 29, 2020, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.

Plan of Operation

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

The work completed to date on the Cache River Property has identified an area that could host significant copper and gold mineralization in a previously unexplored area.  A program of prospecting, followed by trenching (if warranted) is recommended to field check all remaining IP anomalies prior to undertaking additional diamond drill holes.  A budget estimate of $100,000 should suffice to complete the recommended prospecting and assaying of samples as well as a limited trenching program if required.  This budget would also cover costs associated with the required site visit. Further diamond drilling will be dependent on results of the recommended work program.

Phase 1 Program Proposed Expenditures

$CDN

Project Management/Staff Costs

$7,500

Geologists/technicians (mapping, prospecting compilation, reporting)

$18,000

Geochemistry - Assaying rock/core (approx.. 200 samples)

$6,000

Field Costs (transportation, accommodation, fuel, etc.)

$7,500

Trenching

$7,500

Diamond Drilling - 300 metres all inclusive

$42,000

Subtotal

$88,500

Contingency - 15%

$11,500

Phase 1 Total

$100,000



As at February 29, 2020, we had a cash balance of $0. 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 February 28, 2021.

Corporate Offices

We do not own any real property. Our principal business office is located at #55-11020 Williams Road, Richmond, British Columbia, Canada, V7A 1X8, which the Company leases at a cost of CDN$1,000 per month. We believe that our current lease arrangements provide adequate space for our foreseeable future needs.

Employees

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

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements. 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 February 29, 2020 and February 28, 2019

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended February 29, 2020 which are included herein.


Three month summary ending February 29, 2020 and February 28, 2019

    Three Months Ended  
       
    February 29, 2020     February 28, 2019  
Revenue $ Nil   $ Nil  
Operating Expenses $ (64,935 ) $ (46,061 )
Other income (expense) $ (45,483 ) $ (665 )
Net Loss $ (110,418 ) $ (46,726 )

Expenses

Our operating expenses for the three month periods ended February 29, 2020 and February 28, 2019 are outlined in the table below:

    Three Months Ended  
       
    February 29, 2020     February 28, 2019  
General and administrative $ (64,935 ) $ (46,061 )
Foreign exchange gain (loss) $ 168   $ (665 )
Loss on settlement of debt $ (45,651 ) $ -  

General and administrative expenses increased by $18,874 from $46,061 during the three months ended February 28, 2019 to $64,935 during the three months ended February 29, 2020.  This increase was primarily a result of a $11,496 increase in consulting expenses and a $3,827 increase in professional fees during the three months ended February 29, 2020.

Nine Months Ended February 29, 2020 and February 28, 2019

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended February 29, 2020 which are included herein.

Nine month summary ending February 29, 2020 and February 28, 2019

    Nine Months Ended  
       
    February 29, 2020     February 28, 2019  
Operating Expenses $ (191,163 ) $ (183,432 )
Other income (expense) $ (44,608 ) $ (2,063 )
Net Loss $ (235,771 ) $ (185,495 )

Expenses

Our operating expenses for the nine month periods ended February 29, 2020 and February 28, 2019 are outlined in the table below:

     Nine Months Ended  
       
    February 29, 2020     February 28, 2019  
General and administrative $ (191,163 ) $ (183,432 )
Gain on forgiveness of debt $ 2,747   $ -  
Foreign exchange gain (loss) $ (3,591 ) $ 1,023  
Loss on settlement of debt $ (43,764 ) $ (3,086 )



General and administrative expenses increased by $7,731 from $183,432 during the nine months ended February 28, 2019 to $191,163 during the nine months ended February 29, 2020.  This increase was primarily a result of a $12,722 increase in transfer agent and filing fees and a $13,860 increase in professional fees offset by a $18,119 decrease in consulting fees.

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
February 29,
2020
    As At
May 31,
2019
 
Current assets $ 2,238   $ 3,592  
Current liabilities   (203,164 )   (238,658 )
Working capital (deficit) $ (220,926 ) $ (235,066 )

Cash Flows

    Nine Months Ended  
       
    February 29,
2020
    February 28,
2019
 
Net Cash Used in Operating Activities $ (81,655 ) $ (93,143 )
Net Cash Provided by Financing Activities   81,655     74,164  
Net change in cash during period $ -   $ (18,979 )

Operating Activities

Net cash used in operating activities during the nine months ended February 29, 2020, was $81,655 compared to $93,143 during the nine months ended February 28, 2019.  The decrease was primarily a result of a larger increase in accounts payable during the nine months ended February 29, 2020.  This was offset by an increase in operating expenses and a smaller increase in accounts payable to related party.

Financing Activities

During the nine months ended February 29, 2020, we received $12,349 through the issuance of shares and $89,750 gross proceeds from shares subscribed in private placements, which have not been issued as of the date of this filing.  The Company also incurred $20,488 of share issuance costs. In the comparable period, we received $2,135 in shareholder advances, $25,997 through the issuance of shares and $46,032 from shares subscribed in private placements.

Contractual Obligations

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


Off-Balance Sheet Arrangements

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

Recent Accounting Standards

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

Item 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 February 29, 2020, 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, 2019, our president (also our principal executive officer, principal financial and accounting officer) concluded that our disclosure controls and procedures were not effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended February 29, 2020 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 commercial viable mineral deposits. Problems such as unusual and unexpected rock formations and other conditions are involved in base and precious metal exploration and often result in unsuccessful exploration efforts. In such a case, we may be unable to complete our business plan and you could lose your entire investment.

Because of the inherent dangers involved in base and precious metal exploration, there is a risk that our company may incur liability or damages as we 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, 2019 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


On August 23, 2019, we issued 16,200,000 shares of our common stock in a private placement at a purchase price of $0.004 (CDN $0.005) raising gross proceeds of $60,862 (CDN $81,000). We have issued all of the shares to nine (9) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On August 23, 2019, we issued 3,000,000 shares of our common stock in a private placement at a purchase price of $0.0026 (CDN $0.0035) raising gross proceeds of $7,885 (CDN $10,500). We have issued all of the shares to two (2) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On August 23, 2019, we issued 2,000,000 shares of our common stock in a private placement at a purchase price of $0.00225 (CDN $0.003) raising gross proceeds of $4,505 (CDN $6,000). We have issued all of the shares to one (1) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On August 23, 2019 we issued 1,000,000 shares of our common stock pursuant to debt settlement agreements with one (1) individual.  The deemed price of the shares issued was $0.00375 (CDN $0.005) per share. We have issued all of the shares to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On August 23, 2019 we issued 500,000 shares of our common stock pursuant to debt settlement agreements with one (1) individual.  The deemed price of the shares issued was $0.00225 (CDN $0.003) per share. We have issued all of the shares to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On March 13, 2020, we issued 53,888,889 shares of our common stock in a private placement at a purchase price of USD $0.00225 raising gross proceeds of USD $121,250.  We have issued all of securities to four (4) 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 March 13, 2020, we issued 8,600,000 shares of our common stock pursuant to debt settlement agreements with three (3) individuals.  The deemed price of the shares issued was USD $0.00225 per share. We have issued all of securities to three (3) 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 March 13, 2020, we issued 68,166,666 shares of our common stock pursuant to debt settlement agreements with sixteen (16) individuals.  The deemed price of the shares issued was CDN $0.003 (USD $0.00225) per share. We have issued all of the shares to sixteen (16) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety disclosures

N/A.

Item 5. Other Information

None.


Item 6. Exhibits

Exhibit
Number
Description
(3) (i) Articles of Incorporation; and (ii) Bylaws
3.1 Articles of Incorporation of Wolverine filed as an Exhibit to our Form S-1 (Registration Statement) on July 15, 2008, and incorporated herein by reference. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit3_1.htm
3.2 Bylaws of Wolverine, filed as an Exhibit to our Form S-1 (Registration Statement) on July 15, 2008, and incorporated herein by reference. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit3_2.htm
3.3 Certificate of Amendment of Wolverine, filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit3_3.htm
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. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit3_4.htm
3.5 Certificate 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
3.6 Articles 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
(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. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit10_1.htm
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. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit10_2.htm
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. https://www.sec.gov/Archives/edgar/data/1424404/000106299313003044/exhibit10-1.htm
10.4 Share 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
14.1 Code of Ethics, filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference. https://www.sec.gov/Archives/edgar/data/1424404/000110807808000070/exhibit14.htm
(31) Rule 13a-14(a)/15d-14(a) Certifications
31.1* Section 302 Certifications under Sarbanes-Oxley Act of 2002



Exhibit
Number

Description
(32) Section 1350 Certifications
32.1* Section 906 Certifications under Sarbanes-Oxley Act of 2002
(101) Interactive Data File
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

* 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: June 4, 2020

 

/s/ Richard Haderer

 

 

Richard Haderer

 

 

Chief Executive Officer, Chief Financial Officer and Director

 

 

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)