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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-K

(Mark One)

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

For the fiscal year ended May 31, 2015

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

For the transition period from [ ] to [ ]

Commission file number 000-53767

Wolverine Technologies, Corp.
(Exact name of registrant as specified in its charter)

Nevada 98-0569013
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

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

Registrant's telephone number, including area code: 778.297.4409

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange On Which Registered
N/A N/A

Securities registered pursuant to Section 12(g) of the Act:

N/A
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [  ]      No [X]

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes [  ]     No [X]


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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X]      No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   [  ]

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

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

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

The value of Common Stock held by non-affiliates of the Registrant on November 30, 2014 was $752,979 based on a market price of $0.0047 per share. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

282,070,993 shares of common stock issued & outstanding as of August 25, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

None.

2


TABLE OF CONTENTS

Item 1. Business 4
     
Item 1A. Risk Factors 6
     
Item 2. Properties 7
     
Item 3. Legal Proceedings 7
     
Item 4. Mine Safety Disclosures 7
     
Item 5. Market for Common Equity and Related Stockholder Matters 8
     
Item 6. Selected Financial Data 9
     
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .  9
     
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 13
     
Item 8. Financial Statements and Supplementary Data 13
     
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 15
     
Item 9A (T). Controls and Procedures 15
     
Item 9B. Other Information 16
     
Item 10. Directors, Executive Officers and Corporate Governance 16
     
Item 11. Executive Compensation 18
     
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 19
     
Item 13. Certain Relationships and Related Transactions, and Director Independence 20
     
Item 14. Principal Accountants Fees and Services 21
     
Item 15. Exhibits, Financial Statement Schedules 21

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PART I

Item 1. Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our 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 financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our company”, “Wolverine”, mean Wolverine Technologies Corp. (formerly Wolverine Exploration Inc.), a Nevada corporation, unless otherwise indicated.

Corporate History

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

On June 11, 2013, Wolverine entered into an Agreement (the “Agreement”) with 0969015 B.C. Ltd (“0969015”) to acquire the Eureka Project Claims located in the Cariboo Mining District of British Columbia. Under the terms of the Agreement Wolverine issued 35,000,000 shares of common stock to 0969015 at a fair value of $0.01 per share as full consideration for the acquisition of the Eureka Project Claims.

On August 9, 2014 a total of 17,500,000 common shares issued pursuant to the acquisition of the Eureka Project Claims were cancelled.

Our Current Business

On April 14, 2014 Wolverine entered into a Share Exchange and Royalty Agreement (the “Agreement”) with Dr. David Chalk, hd.Tech (“Chalk”). Under the terms of the Agreement, Wolverine will acquire a 25% interest in ENIGMAMobil Inc.(“Enigma”) from Chalk for the purchase price of USD $3,000,000, to be paid in shares of common stock of Wolverine at a deemed price of USD$0.01 per share (the “Shares”). Wolverine will also receive a 25% royalty of all gross revenue received by Enigma from the sale of licenses of the ENIGMAMobil™ mobile security app. The Agreement is subject to Enigma completing a financing of USD$2,500,000 and Wolverine increasing its authorized capital of common stock to allow for the issuance of the Shares. This agreement has not closed.

The purchase price is a negotiated value determined by Wolverine and Enigma. Dr. David Chalk is a director of Wolverine and Enigma.

4


Wolverine and Enigma are currently working on arranging financing in the amount of USD $2,500,000 that is required for the building of the Enigma fully secure mobile wireless software application.

Information regarding Enigma

Enigma is a private corporation incorporated in the Province of Alberta on September 6, 2013. Enigma’s operations are based in Vancouver, British Columbia.

Enigma will be designing and completing computer systems security focused on mobile and transaction security markets. All third party testing on the technology has been completed using the proprietary fully patented fifth generation programming language (5GL) providing the only real-time data in motion with cybersecurity capability and further adding tremendous efficiency in Digital Process Management (DPM).

The Key for Enigma is the deployment of its fully secure mobile smartphone software application for Apple iOS, Android and Blackberry operating systems developed with the patented 5GL language capable of protecting against unauthorized computer intrusion and fraud on wireless devices and mobile smartphones. When complete, Enigma will be able to protect, the wireless marketplace currently in excess of 7 billion devices. Overall mobile data traffic is expected to grow to 24.3 exabytes per month by 2019, nearly a tenfold increase over 2014. Mobil data traffic will grow at a CAGR of 57% from 2014 to 2019. (Figure 1 of the link below). The Enigma mobile security application will be available to the marketplace for download within 10 months of receipt of funding.

http://www.cisco.com/c/en/us/solutions/collateral/service-provider/visual-networking-index-vni/white_paper_c11-520862.html.

Risks and Uncertainties

Enigma has a limited operating history and has had no revenues derived from its operations. Significant expenditures are required to complete the development of its mobile wireless software application. There is no assurance that Enigma will be able to raise the capital required for these expenditures.

Enigma operates in a competitive environment where software is subject to rapid technological changes and evolving industry standards. There is no assurance that Enigma will be able to become and remain competitive in this competitive environment.

The success of Enigma will be largely dependent upon the performance of its management and key employees. Failure by Enigma to attract and retain key employees with the necessary skills could have a materially adverse effect on Enigma’s growth and profitability. Currently Dr. David Chalk is the only key employee.

Employees

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

Going Concern

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.

Subsidiaries

We do not have any subsidiaries.

5


Intellectual Property

We do not own, either legally or beneficially, any patent or trademark.

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements upon request. We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov.

The public may read and copy any materials filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.

Item 1A. Risk Factors

Much of the information included in this annual report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”.

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

Our current operating funds are insufficient to complete our proposed in Enigma We will need to obtain additional financing in order to complete our business. Our business plan calls for significant expenses in connection with the investment in Enigma. We have not made arrangements to secure any additional financing.

There is no assurance we will complete our investment in Enigma

There is no assurance that Enigma and Wolverine will be able to raise the financing necessary to complete its mobile security app which will be a condition of the investment in Enigma by Wolverine.

We expect to incur operating losses for the foreseeable future.

Our company has never earned any revenue and our company has never been profitable. We may incur increased operating expenses without realizing any revenues, this could cause our company to fail.

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

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

6


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

The accompanying financial statements have been prepared assuming that our company will continue as a going concern. As discussed in Note 1 to the May 31, 2015 financial statements, our company was incorporated on February 23, 2006, and does not have a history of earnings, and as a result, our company’s auditor has expressed substantial doubt about the ability of our company to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

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

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

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We do not own any real property. Our principal business offices are located at #55-11020 Williams Road, Richmond British Columbia, Canada, V7A 1X8 at a cost of CDN $1,000 per month. Our office space is currently provided by the President of our company at a no cost. We believe that our current lease arrangements provide adequate space for our foreseeable future needs.

Item 3. Legal Proceedings

Other than as set out below, our company is not a party to any pending legal proceeding and no legal proceeding is contemplated or threatened as of the date of this annual report.

Item 4. Mine Safety Disclsures

Not applicable.

7


PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Public Market for Common Stock

Our stock is quoted on the OTCQB under the symbol WOLV.

Stockholders of Our Common Shares

As of the date of this annual report, we have 146 registered shareholders.

Stock Option Grants

No stock options were granted during the year ended May 31, 2015.

Warrants

We have not issued and do not have any outstanding warrants to purchase shares of our common stock.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.

we would not be able to pay our debts as they become due in the usual course of business; or

   
2.

our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

On May 28, 2010 our directors approved the adoption of our 2010 Stock Plan which permits our company to issue up to 5,147,250 shares of our common stock, and 5,147,250 options to acquire shares of common stock, to directors, officers, employees and consultants of our company.

Transfer Agent

Our common shares are issued in registered form. Empire Stock Transfer, Inc. Telephone: (702) 818-5898; Facsimile: (702) 974-1444 is the registrar and transfer agent for our common shares.

On August 25, 2015 the list of stockholders for our shares of common stock showed 146 registered stockholders and 282,070,993 shares of common stock outstanding.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the year ended May 31, 2015.

8


Recent Sales of Unregistered Securities

On September 8, 2014, we issued 5,000,000 shares of our common stock pursuant to debt settlement agreements with two individuals. The deemed price of the shares issued was $0.01. We have issued all of the shares to two non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On September 29, 2014 we issued 1,500,000 shares of our common stock in a private placement at a purchase price of CDN $0.01 raising gross proceeds of $13,449 (CDN $15,000). We have issued all of the shares to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On February 28, 2015, the Company received stock subscriptions for 1,000,000 shares of common stock pursuant to a private placement at CDN $0.01 per share for proceeds of $7,998 (CDN$10,000).

On May 31, 2015, we issued 30,100,000 shares of our common stock pursuant to debt settlement agreements with twenty-two (22) individuals. The deemed price of the shares issued was USD $0.01 per share. We have issued all of the shares to twenty-two (22) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On May 31, 2015, we issued 3,500,000 shares of our common stock pursuant to debt settlement agreements with two individuals. The deemed price of the shares issued was USD $0.01 per share. We have issued all of the securities to two U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of 1933.

On May 31, 2015, we issued 35,500,995 shares of our common stock in a private placement at a purchase price of CDN $0.0075 raising gross proceeds of $214,097 (CDN $266,257). We have issued all of the shares to twenty-four (24) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On May 31, 2015, we issued 1,500,000 shares of our common stock in a private placement at a purchase price of CDN $0.01 raising gross proceeds of $12,299 (CDN $10,000). We have issued all of the shares to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On May 31, 2015, we issued 500,000 shares of our common stock in a private placement at a purchase price of USD $0.01 raising gross proceeds of USD $5,000. We have issued all of the shares to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

Wolverine did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended May 31, 2015.

Item 6. Selected Financial Data

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended May 31, 2015 and 2014 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors” beginning on page 11 of this annual report.

9


Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States generally accepted accounting principles.

Cash Requirements

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

Over the next twelve months we intend to use any funds that we may have available to fund our operations and conduct exploration on our Labrador and Eureka Project Claims. We expect to review other potential exploration projects from time to time as they are presented to us.

Over the next twelve months we intend to use any funds that we may have available to fund our Plan of Operation Not accounting for our working capital deficit of $30,792 as of May 31, 2015, we require additional funds of approximately $2,500,000 at a minimum to proceed with our plan of operation over the next twelve months. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.

Our auditors have issued a going concern opinion for our year ended May 31, 2015. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. As we had cash in the amount of $89,934 and a working capital deficit in the amount of $30,792 as of May 31, 2015, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We plan to complete debt financings and/or private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital deficit in order to enable us to pay our accounts payable and accrued liabilities. We currently do not have any arrangements in place for the completion of any debt financings or private placement financings and there is no assurance that we will be successful in completing any debt financing or private placement financing. Our success or failure will be determined by what we find under the ground.

Plan of Operation

The Plan of Operation for the next 12 months is to raise $2,500,000 for the building of Enigma’s fully secure mobile wireless software application for Apple iOS, Android and Blackberry developed through a full patented language technology with the capability to protect against unauthorized computer intrusion and fraud.

As at May 31, 2015, we had a cash balance of $89,934. We will need to raise additional financing to fund our plan of operation over the next 12 months.

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

10


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

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending May 31, 2016.

Results of Operations for the Years Ended May 31, 2015 and 2014

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended May 31, 2015 and 2014.

Our operating results for the years ended May 31, 2015 and 2014 are summarized as follows:

      Year Ended  
      May 31  
      2015     2014  
  Revenue $  –   $  –  
  Operating Expenses   (599,592 )   (262,569 )
  Other Income (Expense)   (3,601 )   14,549  
  Net Loss $  (603,193 ) $  (248,020 )

Revenues

We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.

Operating Expenses

Our operating expenses for the years ended May 31, 2015 and 2014 are outlined in the table below:

      Year Ended  
      May 31  
      2015     2014  
  Depreciation $  –   $  330  
  Foreign exchange loss (gain)   4,627     (7,001 )
  General and administrative   378,610     264,522  
  Impairment of mineral rights   201,250     -  
  Mineral exploration costs   15,105     4,718  
  Total expenses $  599,592   $  262,569  

Liquidity and Financial Condition

Working Capital

    At     At  
    May 31,     May 31,  
    2015     2014  
             
Current assets $  98,920   $  2,188  
Current liabilities   129,712     269,880  
Working capital (deficit) $  (30,792 ) $  (267,692 )

11



Cash Flows

    Year Ended  
          May 31  
    2015     2014  
Net Cash Used in Operating Activities $  (163,044 ) $  (149,928 )
Net Cash Used in investing activities        
Net Cash Provided by Financing Activities   252,843     150,000  
Net increase (decrease) in cash during period $  89,799   $  72  

Operating Activities

Net cash used in operating activities during the year ended May 31, 2015 was $163,044 compared to $149,928 for the year ended May 31, 2014.

Investing Activities

Net cash used in investing activities during the year ended May 31, 2015 was $Nil compared to $Nil for the year ended May 31, 2014.

Financing Activities

During the year ended May 31, 2015, we received proceeds of $252,843 from share subscriptions. During the year ended May 31, 2014, we received proceeds of $150,000 from share subscriptions.

Contractual Obligations

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

Off-Balance Sheet Arrangements

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

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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

Mineral Property Costs

Our company has been in the exploration stage since its inception on February 23, 2006 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. Our company assesses the carrying costs for impairment under ASC 360, “Property, Plant, and Equipment”, at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

12


Long-lived Assets

In accordance with ASC 360, ”Property, Plant, and Equipment”, our company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Stock-based Compensation

Our company records stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation” and ASC 505, “Equity Based Payments to Non-Employees”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

NEW ACCOUNTING PRONOUNCEMENTS

The Company has limited operations and is considered to be in the exploration stage. During the year ended May 31, 2015, the Company has elected to early adopt Accounting Standards Update No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements”. The adoption of this ASU allows the Company to remove the inception to date information and all references to exploration stage.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

Our audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

The following audited financial statements are filed as part of this annual report:

13


WOLVERINE TECHNOLOGIES CORP.
(FORMERLY WOLVERINE EXPLORATION INC.)
May 31, 2015
(Expressed in U.S. dollars)

  Index
   
Report of Independent Registered Public Accounting Firm F–1
   
Balance Sheets F–2
   
Statements of Operations F–3
   
Statements of Stockholders’ Equity (Deficit) F–4
   
Statements of Cash Flows F–5
   
Notes to the Financial Statements F–6

14


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Wolverine Technologies Corp.
(formerly Wolverine Exploration, Inc.)
British Columbia, Canada

We have audited the accompanying balance sheets of Wolverine Technologies Corp. (formerly Wolverine Exploration Inc.) (the “Company”) as of May 31, 2015 and 2014, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wolverine Technologies Corp. (formerly Wolverine Exploration Inc.) as of May 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, The Company has suffered recurring loss from operations and has a working capital deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
August 28, 2015

F-1


WOLVERINE TECHNOLOGIES CORP.
(FORMERLY WOLVERINE EXPLORATION INC.)
Balance Sheets
(Expressed in U.S. dollars)

    May 31,     May 31,  
    2015     2014  
     
             
ASSETS            
             
Current Assets            
             
   Cash   89,934     135  
   Amounts receivable   3,986     2,053  
   Prepaid expenses   5,000      
             
Total Current Assets   98,920     2,188  
             
Mineral property costs (Note 3)       201,250  
             
Total Assets   98,920     203,438  
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT            
             
Current Liabilities            
             
   Accounts payable and accrued liabilities   102,557     215,966  
   Due to related party (Note 5)   27,155     53,914  
             
Total Liabilities   129,712     269,880  
             
Stockholders’ Deficit            
             
   Common stock, 500,000,000 shares authorized, $0.001 par value
       272,664,328 and 194,063,333 shares issued and outstanding, respectively
  272,664     194,063  
   Additional paid-in capital   4,550,914     3,990,672  
   Accumulated deficit   (4,854,370 )   (4,251,177 )
             
Total Stockholders’ Deficit   (30,792 )   (66,442 )
             
Total Liabilities and Stockholders’ Deficit   98,920     203,438  

(The accompanying notes are an integral part of these financial statements)

F-2


WOLVERINE TECHNOLOGIES CORP.
(FORMERLY WOLVERINE EXPLORATION INC.)
Statements of Operations
(Expressed in U.S. dollars)

    Year     Year  
    Ended     Ended  
    May 31,     May 31,  
    2015     2014  
     
Expenses            
             
   Depreciation       330  
   Foreign exchange loss (gain)   4,627     (7,001 )
   General and administrative   378,610     264,522  
   Impairment of mineral rights (Note 3)   201,250      
   Mineral exploration costs   15,105     4,718  
             
Total Expenses   599,592     262,569  
             
Net Loss   (599,592 )   (262,569 )
             
Other Income            
             
Loss on settlement of debt (Note 6)   (3,601 )    
Write-off of accounts payable (Note 4)       14,549  
             
Total Other Income   (3,601 )   14,549  
             
Net Loss   (603,193 )   (248,020 )
             
Net Loss Per Share, Basic and Diluted   (0.00 )   (0.00 )
             
Weighted Average Shares Outstanding   202,031,278     198,987,991  

(The accompanying notes are an integral part of these financial statements)

F-3


WOLVERINE TECHNOLOGIES CORP.
(FORMERLY WOLVERINE EXPLORATION INC.)
Statements of Stockholders’ Equity (Deficit)
(Expressed in U.S. dollars)

                Additional              
                Paid-in     Accumulated        
    Shares     Amount     Capital     Deficit     Total  
    #          
                               
Balance, May 31, 2013   151,563,333     151,563     3,581,922     (4,003,157 )   (269,672 )
           
Common stock issued for purchase of interest in mineral properties 17,500,000 17,500 183,750 201,250
                               
Common stock issued for cash   15,000,000     15,000     135,000         150,000  
                               
Common stock issued to settle related party debt   10,000,000     10,000     54,000         64,000  
                               
Capital contribution           36,000         36,000  
                               
Net loss for the year               (248,020 )   (248,020 )
                               
Balance, May 31, 2014   194,063,333     194,063     3,990,672     (4,251,177 )   (66,442 )
                               
Common stock issued for cash   40,000,995     40,001     212,842         252,843  
                               
Common stock issued to settle debt   30,100,000     30,100     270,900         301,000  
                               
Common stock issued to settle related party debt   8,500,000     8,500     76,500         85,000  
                               
Net loss for the year               (603,193 )   (603,193 )
                               
Balance, May 31, 2015   272,664,328     272,664     4,550,914     (4,854,370 )   (30,792 )

(The accompanying notes are an integral part of these financial statements)

F-4


WOLVERINE TECHNOLOGIES CORP.
(FORMERLY WOLVERINE EXPLORATION INC.)
Statements of Cash Flows
(Expressed in U.S. dollars)

    Year     Year  
    Ended     Ended  
    May 31,     May 31,  
    2015     2014  
     
             
Operating Activities            
             
   Net loss   (603,193 )   (248,020 )
             
   Adjustments to reconcile net loss to net cash used in operating activities:            
             
       Depreciation       330  
       Loss on settlement of debt   3,601      
       Impairment of mineral rights   201,250      
       Write-off of accounts payable       (14,549 )
             
   Changes in operating assets and liabilities            
             
       Amounts receivable   (1,933 )   908  
       Accounts payable   233,990     113,514  
       Due to related party   8,241     (2,111 )
       Prepaid expenses   (5,000 )   -  
             
Net Cash Used In Operating Activities   (163,044 )   (149,928 )
             
Financing Activities            
             
     Proceeds from issuance of common stock   252,843     150,000  
             
Net Cash Provided By Financing Activities   252,843     150,000  
             
Increase in Cash   89,799     72  
             
Cash, Beginning of Year   135     63  
             
Cash, End of Year   89,934     135  
             
Non-cash Investing and Financing Activities:            
   Shares issued pursuant to the acquisition of mineral properties       201,250  
   Shares issued to settle accounts payable   301,000      
   Shares issued to settle related party debt   85,000     64,000  
   Capital contribution from related party       36,000  
             
Supplemental Disclosures:            
   Interest paid        
   Income taxes paid        

(The accompanying notes are an integral part of these financial statements)

F-5


WOLVERINE TECHNOLOGIES CORP.
(FORMERLY WOLVERINE EXPLORATION INC.)
Notes to the Financial Statements
May 31, 2015
(Expressed in U.S. dollars)

1.

Organization

Wolverine Technologies Corp. (formerly Wolverine Exploration Inc.) (the “Company”) was incorporated in the State of Nevada on February 23, 2006. The Company’s prior principal business was the acquisition and exploration of mineral resources. The Company had not determined that its properties contain mineral reserves that were economically recoverable, financing had not yet become available, and commodity prices had not fully recovered. Therefore, management decided to change the focus of the Company from mineral exploration to cyber security. On April 14, 2015, the Company entered into a Share Exchange and Royalty Agreement pursuant to which the Company will acquire 25% interest in the process technology and cyber security company ENIGMAMobil Inc. (“Enigma”). Refer to Note 10. Enigma is in the business of developing security applications for cyber systems focusing on the mobile smartphone markets. This agreement has not yet closed.

Going Concern

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues and is unlikely generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. The Company plans to raise financing of debt or equity for an aggregate of $2,500,000 prior to the closing of the Enigma Share Exchange and Royalty Agreement described in Note 10. There can be no assurance that additional financing will be available when needed or, if available, that it can be obtained on commercially reasonable terms. As of May 31, 2015, the Company has a working capital deficiency of $30,792 and has accumulated losses of $4,854,370 since inception. These factors raise substantial doubt regarding the 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.

Significant Accounting Policies


(a)

Basis of Presentation

 

 

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is May 31.

 

 

(b)

Use of Estimates

 

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

 

(c)

Cash and Cash Equivalents

 

 

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

 

 

(d)

Mineral Property Costs

 

 

The Company has been in the exploration stage since its inception on February 23, 2006 and has not yet realized any revenues from its planned operations. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. The Company assesses the carrying costs for impairment under ASC 360, “Property, Plant, and Equipment” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

F-6


(e)

Property and Equipment

 

 

Equipment is stated at cost and is depreciated over their estimated useful lives on a three year straight-line basis.

 

 

(f)

Long-lived Assets

 

 

In accordance with ASC 360, “Property Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

 

 

(g)

Asset Retirement Obligations

 

 

The Company follows the provisions of ASC 440, “Asset Retirement and Environmental Obligations”, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. The Company did not have any asset retirement obligations at May 31, 2015 and 2014.

 

 

(h)

Income Taxes

 

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

 

(i)

Foreign Currency Translation

 

 

The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted ASC 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

 

 

(j)

Stock-based Compensation

 

 

The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” and ASC 505, “Equity Based Payments to Non-Employees, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

F-7



(k)

Earnings (Loss) Per Share

 

 

The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

 

 

(l)

Financial Instruments and Fair Value Measures

 

 

ASC 820, “Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, amounts receivable, accounts payable, and amount due to a related party. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

(m)

Comprehensive Income

 

 

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at May 31, 2015 and 2014, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 

 

(n)

Recent Accounting Pronouncements

 

 

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

 

 

(o)

Reclassifications

 

 

Certain comparative figures have been reclassified to conform to the current year's presentation.

F-8



3.

Mineral Properties

On June 11, 2013, the Company issued 17,500,000 shares of common stock with a fair value of $201,250 to acquire 20 mineral claims located in the Cariboo Mining District of British Columbia. During the year ended May 31, 2015, the Company determined that the carrying amount of the mineral claims is not recoverable and exceeds its fair value and, therefore, recognized an impairment of $201,250. During the year ended May 31, 2015, the Company decided to change its focus from mineral exploration to cyber security.

4.

Accounts Payable

During the year ended May 31, 2014, the Company wrote off accounts payable of $14,549 related to debt that is no longer owing.

5.

Related Party Transactions


 

(a)

During the year ended May 31, 2015, the Company incurred consulting fees of $16,082 (2014 - $nil) to a company controlled by the President of the Company.

 

 

 

 

(b)

During the year ended May 31, 2015, the Company incurred consulting fees of $16,470 (2014 - $nil) to a Director of the Company.

 

 

 

 

(c)

During the year ended May 31, 2015, the Company incurred consulting fees of $37,558 (2014 - $33,798) to the former President of the Company.

 

 

 

 

(d)

During the year ended May 31, 2015, the Company incurred consulting fees of $106,777 (2014 - $112,660) and rent of $10,678 (2014 - $11,266) to a company controlled by the brother of the former President of the Company which is included in general and administrative expenses.

 

 

 

 

(e)

As at May 31, 2015, the Company owed $11,073 (2014 - $35,468) to the former President of the Company which is non-interest bearing, unsecured, and due on demand.

 

 

 

 

(f)

As at May 31, 2015, the Company owes $16,082 (2014 - $18,446) for cash advances received from a company controlled by the brother of the former President of the Company, which is non-interest bearing, unsecured, and due on demand. As at May 31, 2015, an additional amount of $4,969 (2014 - $59,819) is owing to the related company and is included in accounts payable.

 

 

 

 

(g)

As at May 31, 2015, included in accounts payable is the amount of $nil (2014 - $24) owed to the brother of the former President of the Company, which is non-interest bearing, unsecured and due on demand.

 

 

 

 

(h)

On September 8, 2014, the Company issued 5,000,000 shares of common stock to settle related party accounts payable of $50,000.

 

 

 

 

(i)

On April 28, 2015, the Company issued 3,500,000 shares of common stock to settle related party accounts payable of $35,000.


6.

Common Stock

Stock transactions during the year ended May 31, 2015:

(a)

On September 8, 2014, the Company issued 5,000,000 shares of common stock with a fair value of $50,000 to settle related party accounts payable of $50,000.

   
(b)

On September 29, 2014, the Company issued 1,500,000 shares of common stock pursuant to a private placement at Cdn$0.01 per share for proceeds of $13,449 (Cdn$15,000).

   
(c)

On April 28, 2015, the Company issued 3,500,000 shares of common stock with a fair value of $35,000 to settle related party accounts payable of $35,000.

   
(d)

On February 28, 2015, the Company received stock subscriptions for 1,000,000 shares of common stock pursuant to a private placement at Cdn$0.01 per share for proceeds of $7,998 (Cdn$10,000).

   
(a)

On April 28, 2015, the Company issued 30,100,000 shares of common stock with a fair value of $301,000 to settle accounts payable of $297,399, resulting in a loss on settlement of debt of $3,601.

   
(b)

On May 31, 2015, the Company issued 500,000 shares of common stock pursuant to a private placement at $0.01 per share for proceeds of $5,000.

F-9



(c)

On May 31, 2015, the Company issued 35,500,995 shares of common stock pursuant to a private placement at Cdn$0.0075 per share for proceeds of $214,097 (Cdn$266,257).

 

 

(d)

During the year ended May 31, 2015, the Company received stock subscriptions for 1,500,000 shares of common stock pursuant to a private placement at Cdn$0.01 per share for proceeds of $12,299 (Cdn$15,000).

Stock transactions during the year ended May 31, 2014:

(a)

On June 11, 2013, the Company issued 17,500,000 shares of common stock with a fair value of $201,250 to acquire mineral claims. Refer to Note 3.

 

 

(b)

On September 5, 2013, the Company issued 15,000,000 shares of common stock at $0.01 per share for proceeds of $150,000.

 

 

(c)

On September 17, 2013, the Company increased the authorized share capital from 200,000,000 to 500,000,000 shares of common stock with no change in par value.

 

 

(d)

On February 24, 2014, the Company issued 10,000,000 shares of common stock with a fair value of $64,000 to settle accounts payable of $100,000 owing to a company controlled by the brother of the President of the Company. The company recorded the remaining $36,000 as a capital contribution from a related party.


7.

Stock-based Compensation

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

A summary of the Company’s stock option activity is as follows:

                Weighted        
          Weighted     Average        
          Average     Remaining     Aggregate  
    Number of     Exercise     Contractual     Intrinsic  
    Options     Price     Life (years)     Value  
                         
Outstanding and exercisable, May 31, 2014   5,100,000   $  0.05     1.00   $  –  
                         
   Expired   (4,900,000 ) $  0.05              
                         
Outstanding and exercisable, May 31, 2015   200,000   $  0.05     1.28   $  –  

8.

Commitments


(a)

On January 31, 2007, the Company entered into a consulting agreement with a company whereby it has agreed to pay $7,998 (Cdn$10,000) per month. The Company is obligated to issue a bonus of 5% of the 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 May 31, 2015, the Company has not issued a bonus. During the year ended May 31, 2015, the Company recorded consulting fees of $106,777.


9.

Income Taxes

The Company has net operating losses carried forward of $2,943,000 available to offset taxable income in future years which expires beginning in fiscal 2027.

The Company is subject to United States federal and state income taxes at an approximate rate of 34%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

    2015     2014  
   $    $  
Income tax recovery at statutory rate   (205,086 )   (84,327 )
Valuation allowance change   205,086     84,327  
Provision for income taxes        

The significant components of deferred income tax assets and liabilities at May 31, 2015 and 2014, are as follows:

F-10



    2015     2014  
     
Mineral property costs   484,983     479,848  
Net operating losses carried forward   997,571     792,486  
Gross deferred income tax assets   1,482,554     1,272,333  
Valuation allowance   (1,482,554 )   (1,272,333 )
Net deferred income tax asset        

10.

Subsequent Event

On April 14, 2015, the Company entered into a Share Exchange and Royalty Agreement pursuant to which the Company will acquire 25% interest in the process technology and cyber security company ENIGMAMobil Inc. (“Enigma”) for the purchase price of $3,000,000, to be paid in shares of common stock of the Company. The Company will also receive 25% royalty of all gross revenue received by Enigma from the sale of licenses of ENIGMAMobil™ mobile security app. The Company agreed to issue a finder’s fee consisting of 30,000,000 shares of common stock of the Company (the “Finder’s Shares”).The Agreement is subject to Enigma completing a financing of $2,500,000 and the Company increasing its authorized capital of common stock to allow for the issuance of the Shares and Finder’s Shares. At August 28, 2015, the agreement has not yet closed.

On July 13, the Company issued 10,906,665 shares of which, 4,906,665 were issued at CDN $0.0075 per share pursuant to a private placement, 3,000,000 shares were issued at CDN $0.01 per share pursuant to a private placement and 3,000,000 shares were issued at US $0.01 per share in settlement of outstanding debt.

F-11



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.

Item 9A (T). Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2015. Based on the evaluation of these disclosure controls and procedures, and in light of the weaknesses identified below, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting. Under the supervision of our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of May 31, 2015 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of May 31, 2015, the Company determined that there were significant deficiencies that constituted material weaknesses, as described below.

  (1)

lack of a functioning audit committee and lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

     
  (2)

inadequate segregation of duties consistent with control objectives;

     
  (3)

insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and

     
  (4)

ineffective controls over period end financial disclosure and reporting processes.

Management is currently evaluating remediation plans for the above control deficiencies.

In light of the existence of these control deficiencies, management concluded that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

As a result, management has concluded that the Company did not maintain effective internal control over financial reporting as of May 31, 2015 based on criteria established in Internal Control—Integrated Framework issued by COSO.

15


MaloneBailey LLP, Certified Public Accounting Firm, an independent registered public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of May 31, 2015.

Changes in Internal Control

During the year ended May 31, 2015 there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

All of the directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. Our officers are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

      Date First Elected
Name            Position Held with the Company Age or Appointed
       
Richard Haderer President, Chief Executive Officer, Chief 51 April 13, 2015
  Financial Officer and Director    
       
Luke Rich Vice President, Exploration and Business 49 June 14, 2010
  Development    
       
David Ian Chalk Director 56 April 13, 2015

Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.

Richard Haderer

Mr. Haderer has worked as a regulatory consultant for Wolverine since February of 2006. Mr. Haderer has been President of PubCo Services Inc. since April 1996. PubCo Services Inc. provides regulatory consulting services to public traded companies. Mr. Haderer has also served as a director and officer of several public traded companies. From November 1989 to April 1996, Mr. Haderer worked as a Listing Analyst with the Alberta Stock Exchange (now the TSX Venture Exchange).

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Luke Rich

Mr. Rich is a member of the Innu Nation and Mushuau Innu First Nations and is a former VP of the Innu Nation. Prior to joining Wolverine, Mr. Rich was also Co-CEO of the Innu Development Limited Partnership (“IDLP”) from October 2007 to April 2010. IDLP participated in the construction of the mine and mill for the Voisey Bay Nickel Project. Mr. Rich is also a board member of various IDLP owned companies including Innu Mikun Airlines, Innu Keiwit Constructor LP and the Innu/SNC Lavalin Partnership.

Dr. David Chalk

Dr. Chalk is a pioneer in the technology industry having created Doppler Computers and Chalk Media Inc. which was sold to Research in Motion, now Blackberry, in 2009. Dr. Chalk has also received numerous awards for his many innovations in the business and technology worlds. Among his many accolades, Dr. Chalk has received an Honorary Doctorate of Technology from the University of Fraser Valley, Ernst and Young’s Entrepreneur Award also industry leading awards for software development in the mobility, security and education and digital video fields.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1.           any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.           any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

3.           being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4.          being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended May 31, 2015, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.

Audit Committee and Audit Committee Financial Expert

We do not have an audit committee; our entire board of directors performs the function of an audit committee. Our board of directors has determined that it does not have a member that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

17


We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Code of Ethics

We adopted a Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a "code of ethics" as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our registration statement on Form S-1 filed on July 15, 2008. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

  our principal executive officer;
     
  each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended May 31, 2015, 2014 and 2013; and
     
  up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended May 31, 2015, 2014 and 2013,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
                   
                   
              Change in    
              Pension    
              Value and    
              Nonqualified All  
            Non-Equity Deferred Other  
Name       Stock Option Incentive Plan Compensation Compensati  
and Principal   Salary Bonus Awards Awards Compensation Earnings on Total
Position Year ($) ($) ($) ($)* ($) ($) ($) ($)
                   
Lee Costerd 2015 $37,558 Nil Nil Nil Nil Nil Nil $33,798
Former Chief 2014 $33,798 Nil Nil Nil Nil Nil Nil $35,813
Executive 2013 $35,813 Nil Nil Nil Nil Nil Nil $36,023
Officer, Chief                  
Financial Officer                  
and                  
Director)                  
                   
Richard Haderer 2015 $16,082 Nil Nil Nil Nil Nil Nil $16,082
                   
Chief Executive                  
Officer, Chief                  
Financial Officer                  
and                  
Director)                  

18


Stock Options/SAR Grants

During the period from inception (February 23, 2006) to May 31, 2015, we granted 550,000 stock options with an exercise price of $0.14 per share and an expiry date of May 28, 2015 to our executive officer. On September 9, 2011 the exercise price of the stock options was amended to $0.05 per share.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values

There were no options exercised during our fiscal year ended May 31, 2015 or May 31, 2014 by any officer or director of our company.

Compensation of Directors

We reimburse our directors for expenses incurred in connection with attending board meetings. We have not paid any director's fees or other cash compensation for services rendered as a director since our inception to May 31, 2015.

We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

Employment Contracts and Termination of Employment and Change in Control Arrangements

We have not entered into any employment agreement or consulting agreement with our directors and executive officers.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements with respect to remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of August 25, 2015, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner Amount and Nature of Percentage
  Beneficial Ownership of Class(1)
     
     
Bruce Costerd 17,500,000 6.2%
55-11020 Williams Road    
Richmond, British Columbia V7A 1X8    

19



Name and Address of Beneficial Owner Amount and Nature of Percentage
  Beneficial Ownership of Class(1)
     
     
Paul Andrew Westlund 15,000,000 5.3%
18208 92 Ave    
Surrey, BC V4N 3Y8    
     
Richard Haderer 6,030,000 2.1%
103 Huntcroft Place NE    
Calgary, Alberta T2K 4E6    
Luke Rich    
P.O. Box 65 1,125,140 0.4%
Natuashish, NL A0P1A0    
David Ian Chalk    
20629 86A Ave 700,000 0.2%
Langley, British Columbia V1M 3X3    
     
Directors and Officers as a Group 7,855,140 2.7%

  (1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 25, 2015. As of August 25, 2015, there were 282,070,993 shares of our company’s common stock issued and outstanding.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.

Director Independence

We currently act with three directors, Mr. Richard Haderer, Mr. Luke Rich and Mr. David Chalk. We have determined that we do not have a director that qualifies as an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors act in such capacity. We believe that our directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining additional independent directors who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

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Item 14. Principal Accountants Fees and Services

The aggregate fees billed for the most recently completed fiscal years ended May 31, 2015and 2014 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:


Year Ended
May 31

2015
($)
2014
($)
Audit Fees USD $13,500

USD $9,500

CDN$4,600

Audit Related Fees Nil Nil
Tax Fees Nil Nil
All Other Fees Nil Nil
Total USD $13,500

USD $9,500

CDN$4,600

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules

Exhibits required by Item 601 of Regulation S-K

Exhibit  
Number Description
   
(3) (i) Articles of Incorporation; and (ii) Bylaws
   
3.1 Articles of Incorporation of Wolverine Exploration Inc. filed as an Exhibit to our Form S-1 (Registration Statement) on July 15, 2008, and incorporated herein by reference.
   
3.2 Bylaws of Wolverine Exploration Inc., filed as an Exhibit to our Form S-1 (Registration Statement) on July 15, 2008, and incorporated herein by reference.
   
3.3 Certificate of Amendment of Wolverine Exploration Inc., filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
   
3.4 Certificate of Registration of Extra-Provincial Corporation, filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.

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Exhibit  
Number Description
   (10) Material Contracts
   
10.1 Vend-In Agreement dated February 28, 2007 between Wolverine and Shenin Resources Inc., filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
   
10.2 Consulting Agreement dated January 31, 2007 between Wolverine and Texada Consulting Inc., filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
   
10.3 Purchase Agreement dated June 11, 2013 between Wolverine and 0969015 B.C. Ltd. filed as an Exhibit to our 8-K filed on June 13, 2013 and incorporated herein by reference.
   
10.4 Share Exchange and Royalty Agreement dated April 14, 2015 between Wolverine, Enigma and David Chalk filed as an Exhibit to our 8-K filed on May 7, 2015 and incorporated by reference.
   
   (14) Code of Ethics
   
14.1 Code of Ethics, filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
   
   (31) Rule 13a-14(a)/15d-14(a) Certifications
   
    31.1* Section 302 Certifications under Sarbanes-Oxley Act of 2002
   
   (32) Section 1350 Certifications
   
     32.1* Section 906 Certifications under Sarbanes-Oxley Act of 2002

*Filed herewith.

22


SIGNATURES

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

  WOLVERINE TECHNOLOGIES CORP.
  (Registrant)
   
   
Dated: August 28, 2015 /s/ Richard Haderer
  Richard Haderer
  President, Chief Executive Officer, Chairman
  and Director
  (Principal Executive Officer)
   
   
Dated: August 28, 2015 /s/ Richard Haderer
  Richard Haderer
  Chief Financial Officer and Director
  (Principal Financial Officer and Principal
  Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

  WOLVERINE TECHNOLOGIES CORP.
  (Registrant)
   
   
Dated: August 28, 2015 /s/ Richard Haderer
  Richard Haderer
  President, Chief Executive Officer,
  Chairman and Director
  (Principal Executive Officer)
   
   
Dated: August 28, 2015 /s/ Richard Haderer
  Richard Haderer
  Chief Financial Officer and Director
  (Principal Financial Officer and
  Principal Accounting Officer)
   
   
Dated: August 28, 2015 /s/ Luke Rich
  Luke Rich
  Director
   
   
Dated: August 28, 2015 /s/ David Chalk
  David Chalk
  Director

23