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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended February 28,
2011or

[   ] 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 EXPLORATION INC.(Exact name of registrant as specified in its charter)

|Nevada                                                               | 98-0569013                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)
|                                                                     |                                  
|4055 McLean Road, Quesnel, British Columbia, Canada                  | V2J 6V5                          
|(Address of principal executive offices)                             | (Zip Code)                       

250.992.6972(Registrants telephone number,
including area code)

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

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

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

|Large accelerated filer | [ ] |                                               | Accelerated filer         | [ ]  
|----------------------- | --- | --------------------------------------------- | ------------------------- | -----
|Non-accelerated filer   | [ ] | (Do not check if a smaller reporting company) | Smaller reporting company | [ X ]

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date. 104,330,000
common shares issued and outstanding as of April 12, 2011

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PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim financial statements for the three and
nine month periods ended February 28, 2011 form part of this quarterly report.
They are stated in United States Dollars (US$) and are prepared in accordance
with United States generally accepted accounting principles.

2

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WOLVERINE EXPLORATION INC.(An
Exploration Stage Company) February 28, 2011 (expressed in U.S. dollars)
(unaudited)



|                                        | Index
|--------------------------------------- | -----
|                                        |      
|Balance
      Sheets                    | F1  
|Statements
      of Operations          | F2  
|Statements
      of Cash Flows          | F3  
|Notes
      to the Financial Statements | F4  

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WOLVERINE EXPLORATION INC.(An
Exploration Stage Company) Balance Sheets (Expressed in U.S. dollars)

|                                                                                                                                                               |  | February 28, |   |  | May 31,    |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | - |  | ---------- | -
|                                                                                                                                                               |  | 2011         |   |  | 2011       |  
|                                                                                                                                                               |  | $            |   |  | $          |  
|                                                                                                                                                               |  | (unaudited)  |   |  |            |  
|ASSETS                                                                                                                                                         |  |              |   |  |            |  
|                                                                                                                                                               |  |              |   |  |            |  
|Current Assets                                                                                                                                                 |  |              |   |  |            |  
|                                                                                                                                                               |  |              |   |  |            |  
|Cash                                                                                                                                                           |  | 73,423       |   |  | 96,712     |  
|Amounts receivable                                                                                                                                             |  | 15,805       |   |  | 11,065     |  
|Prepaid expenses and deposits                                                                                                                                  |  | 9,034        |   |  | 74,103     |  
|Total Current Assets                                                                                                                                           |  | 98,262       |   |  | 181,880    |  
|                                                                                                                                                               |  |              |   |  |            |  
|Property and
      equipment (Note 3)                                                                                                                          |  | 4,624        |   |  |           |  
|Total Assets                                                                                                                                                   |  | 102,886      |   |  | 181,880    |  
|                                                                                                                                                               |  |              |   |  |            |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                                          |  |              |   |  |            |  
|                                                                                                                                                               |  |              |   |  |            |  
|Current Liabilities                                                                                                                                            |  |              |   |  |            |  
|                                                                                                                                                               |  |              |   |  |            |  
|Accounts payable                                                                                                                                               |  | 232,532      |   |  | 199,395    |  
|Accrued liabilities                                                                                                                                            |  |             |   |  | 20,163     |  
|Loans payable (Note 4)                                                                                                                                         |  |             |   |  | 7,000      |  
|Due
      to related party (Note 5)                                                                                                                            |  | 3,069        |   |  | 7,352      |  
|Total Liabilities                                                                                                                                              |  | 235,601      |   |  | 233,910    |  
|                                                                                                                                                               |  |              |   |  |            |  
|Going Concern (Note 1)                                                                                                                                         |  |              |   |  |            |  
|                                                                                                                                                               |  |              |   |  |            |  
|Stockholders Deficit                                                                                                                                          |  |              |   |  |            |  
|                                                                                                                                                               |  |              |   |  |            |  
|Common stock, 200,000,000
      shares authorized, $0.001 par value
              104,330,000 and 82,580,000
      shares issued and outstanding, respectively |  | 104,330      |   |  | 82,580     |  
|Additional paid-in capital                                                                                                                                     |  | 2,973,097    |   |  | 2,290,522  |  
|Common stock subscribed                                                                                                                                        |  |             |   |  | 189,875    |  
|Deficit accumulated during the exploration stage                                                                                                               |  | (3,210,142   | ) |  | (2,615,007 | )
|Total Stockholders Deficit                                                                                                                                    |  | (132,715     | ) |  | (52,030    | )
|Total Liabilities
      and Stockholders Deficit                                                                                                              |  | 102,886      |   |  | 181,880    |  

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

F-1

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WOLVERINE EXPLORATION INC.(An
Exploration Stage Company) Statements of Operations (Expressed in U.S.
dollars) (unaudited)

|                                      |  |              |   |  |              |   |  |              |   |  |              |   |  | Accumulated from    |  
|------------------------------------- |  | ------------ | - |  | ------------ | - |  | ------------ | - |  | ------------ | - |  | ------------------- | -
|                                      |  | Three Months |   |  | Three Months |   |  | Nine Months  |   |  | Nine Months  |   |  | February 23, 2006   |  
|                                      |  | Ended        |   |  | Ended        |   |  | Ended        |   |  | Ended        |   |  | (Date of Inception) |  
|                                      |  | February 28, |   |  | February 28, |   |  | February 28, |   |  | February 28, |   |  | To February 28,     |  
|                                      |  | 2011         |   |  | 2010         |   |  | 2011         |   |  | 2010         |   |  | 2011                |  
|                                      |  | $            |   |  | $            |   |  | $            |   |  | $            |   |  | $                   |  
|                                      |  |              |   |  |              |   |  |              |   |  |              |   |  |                     |  
|Revenue                               |  |             |   |  |             |   |  |             |   |  |             |   |  |                    |  
|                                      |  |              |   |  |              |   |  |              |   |  |              |   |  |                     |  
|Expenses                              |  |              |   |  |              |   |  |              |   |  |              |   |  |                     |  
|                                      |  |              |   |  |              |   |  |              |   |  |              |   |  |                     |  
|Depreciation                          |  | 436          |   |  |             |   |  | 1,102        |   |  |             |   |  | 1,102               |  
|Foreign exchange loss (gain)          |  | (2,008       | ) |  | 2,241        |   |  | (210         | ) |  | 6,012        |   |  | 17,996              |  
|General and administrative            |  | 119,872      |   |  | 74,694       |   |  | 309,172      |   |  | 194,684      |   |  | 2,185,396           |  
|Mineral exploration costs             |  | 45,496       |   |  | 97           |   |  | 285,072      |   |  | 22,896       |   |  | 556,782             |  
|Write-down of mineral property costs  |  |             |   |  |             |   |  |             |   |  |             |   |  | 348,221             |  
|                                      |  |              |   |  |              |   |  |              |   |  |              |   |  |                     |  
|Total Expenses                        |  | 163,795      |   |  | 77,032       |   |  | 595,135      |   |  | 223,592      |   |  | 3,109,497           |  
|                                      |  |              |   |  |              |   |  |              |   |  |              |   |  |                     |  
|Loss Before Other Expense             |  | (163,795     | ) |  | (77,032      | ) |  | (595,135     | ) |  | (223,592     | ) |  | (3,109,497          | )
|                                      |  |              |   |  |              |   |  |              |   |  |              |   |  |                     |  
|Other Expense                         |  |              |   |  |              |   |  |              |   |  |              |   |  |                     |  
|                                      |  |              |   |  |              |   |  |              |   |  |              |   |  |                     |  
|Loss on settlement of debt            |  |             |   |  | (26,220      | ) |  |             |   |  | (26,220      | ) |  | (100,645            | )
|                                      |  |              |   |  |              |   |  |              |   |  |              |   |  |                     |  
|Net Loss                              |  | (163,795     | ) |  | (103,252     | ) |  | (595,135     | ) |  | (249,812     | ) |  | (3,210,142          | )
|                                      |  |              |   |  |              |   |  |              |   |  |              |   |  |                     |  
|Net Loss Per Share, Basic and Diluted |  |             |   |  |             |   |  | (0.01        | ) |  |             |   |  |                     |  
|                                      |  |              |   |  |              |   |  |              |   |  |              |   |  |                     |  
|Weighted Average Shares Outstanding   |  | 104,330,000  |   |  | 68,990,000   |   |  | 99,156,740   |   |  | 68,749,000   |   |  |                     |  

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

F-2

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WOLVERINE EXPLORATION INC.(An
Exploration Stage Company) Statements of Cash Flows (Expressed in U.S.
dollars) (unaudited)

|                                                                                  |  |              |   |  |              |   |  | Accumulated from    |  
|--------------------------------------------------------------------------------- |  | ------------ | - |  | ------------ | - |  | ------------------- | -
|                                                                                  |  | Nine months  |   |  | Nine months  |   |  | February 23, 2006   |  
|                                                                                  |  | Ended        |   |  | Ended        |   |  | (Date of Inception) |  
|                                                                                  |  | February 28, |   |  | February 28, |   |  | to February 28,     |  
|                                                                                  |  | 2011         |   |  | 2010         |   |  | 2011                |  
|                                                                                  |  | $            |   |  | $            |   |  | $                   |  
|                                                                                  |  |              |   |  |              |   |  |                     |  
|Operating Activities                                                              |  |              |   |  |              |   |  |                     |  
|Net loss                                                                          |  | (595,135     | ) |  | (249,812     | ) |  | (3,210,142          | )
|Adjustments to reconcile net
      loss to net cash used in operating activities: |  |              |   |  |              |   |  |                     |  
|Depreciation                                                                      |  | 1,102        |   |  |             |   |  | 1,102               |  
|Loss on
      settlement of debt                                                  |  |             |   |  | 26,220       |   |  | 100,645             |  
|Stock-based compensation                                                          |  |             |   |  |             |   |  | 746,277             |  
|Write-down of
      mineral properties                                            |  |             |   |  |             |   |  | 348,221             |  
|Changes in operating assets and liabilities                                       |  |              |   |  |              |   |  |                     |  
|Amounts
      receivable                                                          |  | (4,740       | ) |  | (1,654       | ) |  | (15,805             | )
|Prepaid expenses and deposits                                                     |  | 65,069       |   |  | (2,284       | ) |  | 17,066              |  
|Accounts payable                                                                  |  | 32,137       |   |  | 60,405       |   |  | 444,424             |  
|Accrued liabilities                                                               |  | (20,163      | ) |  | 5,923        |   |  |                    |  
|Due to related party                                                              |  | (4,283       | ) |  | 709          |   |  | 19,957              |  
|Net Cash Used In
      Operating Activities                                       |  | (525,013     | ) |  | (160,493     | ) |  | (1,548,255          | )
|Investing Activities                                                              |  |              |   |  |              |   |  |                     |  
|Acquisition of mineral properties                                                 |  |             |   |  |             |   |  | (321                | )
|Purchase of property and equipment                                                |  | (5,726       | ) |  |             |   |  | (5,726              | )
|Net Cash Used In
      Investing Activities                                       |  | (5,726       | ) |  |             |   |  | (6,047              | )
|Financing Activities                                                              |  |              |   |  |              |   |  |                     |  
|Proceeds from loans payable                                                       |  |             |   |  |             |   |  | 43,000              |  
|Repayment of loans payable                                                        |  | (7,000       | ) |  | (15,000      | ) |  | (22,000             | )
|Repayment of note payable to related party                                        |  |             |   |  |             |   |  | (34,000             | )
|Proceeds from common stock
      issued or subscribed                             |  | 568,500      |   |  | 177,000      |   |  | 1,714,900           |  
|Stock issuance costs                                                              |  | (54,050      | ) |  |             |   |  | (62,175             | )
|Repayment of common stock subscribed                                              |  |             |   |  |             |   |  | (12,000             | )
|Net Cash Provided
      By Financing Activities                                   |  | 507,450      |   |  | 162,000      |   |  | 1,627,725           |  
|Increase (Decrease) in Cash                                                       |  | (23,289      | ) |  | 1,507        |   |  | 73,423              |  
|Cash, Beginning of
      Period                                                   |  | 96,712       |   |  | 673          |   |  |                    |  
|Cash, End of Period                                                               |  | 73,423       |   |  | 2,180        |   |  | 73,423              |  
|                                                                                  |  |              |   |  |              |   |  |                     |  
|Supplementary Cash Flow Information (Note
      8)                                |  |              |   |  |              |   |  |                     |  

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

F-3

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WOLVERINE EXPLORATION INC.(An
Exploration Stage Company) Notes to the Financial Statements February
28, 2011 (Expressed in U.S. dollars) (unaudited)

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The accompanying financial statements of Wolverine
      Exploration Inc.(the Company) should be read in conjunction with the
      financial statements and accompanying notes filed with the U.S. Securities
      and Exchange Commission in the Companys Annual Report on Form 10-K for
      the fiscal year ended May 31, 2010. In the opinion of management, the
      accompanying financial statements reflect all adjustments of a recurring
      nature considered necessary to present fairly the Companys financial
      position and the results of its operations and its cash flows for the
      periods shown.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The preparation of financial statements in accordance
      with accounting principles generally accepted in the United States
      requires management to make estimates and assumptions that affect the
      amounts reported. Actual results could differ materially from those
      estimates. The results of operations and cash flows for the periods shown
      are not necessarily indicative of the results to be expected for the full
      year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | 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 since inception 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. As at February 28, 2011, the Company
      has a working capital deficit of $137,339 and accumulated losses of
      $3,210,142 since inception. These factors raise substantial doubt
      regarding the Companys ability to continue as a going concern. These
      financial statements do not include any adjustments to the recoverability
      and classification of recorded asset amounts and classification of
      liabilities that might be necessary should the Company be unable to
      continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In January 2010, the FASB issued an amendment to ASC 820,
      Fair Value Measurements and Disclosures, to require reporting entities
      to separately disclose the amounts and business rationale for significant
      transfers in and out of Level 1 and Level 2 fair value measurements and
      separately present information regarding purchase, sale, issuance, and
      settlement of Level 3 fair value measures on a gross basis. This standard
      is effective for interim and annual reporting periods beginning after
      December 15, 2009 with the exception of disclosures regarding the
      purchase, sale, issuance, and settlement of Level 3 fair value measures
      which are effective for fiscal years beginning after December 15, 2010.
      The adoption of the applicable standard on June 1, 2010 did not have a
      material effect on the Companys financial statements.                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company has implemented all new accounting
      pronouncements that are in effect and that may impact its financial
      statements and does not believe that there are any other new accounting
      pronouncements that have been issued that might have a material impact on
      its financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |           |  |       |  |  |              |  |  | February 28, |  |  | May 31,      | 
| | --------- |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |           |  |       |  |  |              |  |  | 2011         |  |  | 2010         | 
| |           |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |           |  | Cost  |  |  | Depreciation |  |  | Value        |  |  | Value        | 
| |           |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| | Equipment |  | 5,726 |  |  | 1,102        |  |  | 4,624        |  |  |             | 

|4. | Loans Payable                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                
|   | As at February 28, 2011, the Company owes $nil (May 31,
      2010  $7,000) for cash advances received which are non- interest bearing,
      unsecured and due on demand. During the nine months ended February 28,
      2011, the Company repaid the $7,000 balance that was owed as at May 31,
      2010.
|   |                                                                                                                                                                                                                                                                                                                
|5. | Related Party Transactions                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                
|   | As at February 28, 2011, the Company owed $3,069 (May 31,
      2010 - $7,352 (Cdn$7,672)) to the President of the Company which is
      non-interest bearing, unsecured and due on
demand.                                                                                                                   

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WOLVERINE EXPLORATION INC.(An
Exploration Stage Company) Notes to the Financial Statements February
28, 2011 (Expressed in U.S. dollars) (unaudited)

|6. | Common Stock                                                         
|-- | ---------------------------------------------------------------------
|   |                                                                      
|   | a)                                                                   
|   |                                                                      
|   | b)                                                                   
|   |                                                                      
|   | c)                                                                   
|   |                                                                      
|7. | Stock Options                                                        
|   |                                                                      
|   | A summary of the Companys stock option activity is as
      follows:

| |                                                                       |  |           |  |  | Weighted |  |  | Weighted         |  |  |           | 
| | --------------------------------------------------------------------- |  | --------- |  |  | -------- |  |  | ---------------- |  |  | --------- | 
| |                                                                       |  |           |  |  | Average  |  |  | Average          |  |  | Aggregate | 
| |                                                                       |  |           |  |  | Exercise |  |  | Remaining        |  |  | Intrinsic | 
| |                                                                       |  | Number of |  |  | Price    |  |  | Contractual Life |  |  | Value     | 
| |                                                                       |  | Options   |  |  | $        |  |  | (years)          |  |  | $         | 
| |                                                                       |  |           |  |  |          |  |  |                  |  |  |           | 
| | Outstanding and exercisable, May 31, 2010 and February 28,
      2011 |  | 5,100,000 |  |  | 0.14     |  |  | 4.25             |  |  |          | 

|8. | Supplementary Cash Flow
Information
|-- | -----------------------------------

| |                                                                                                                          |  |              |  |  |              |  |  | Accumulated from    | 
| | ------------------------------------------------------------------------------------------------------------------------ |  | ------------ |  |  | ------------ |  |  | ------------------- | 
| |                                                                                                                          |  | Nine months  |  |  | Nine months  |  |  | February 23, 2006   | 
| |                                                                                                                          |  | Ended        |  |  | Ended        |  |  | (Date of Inception) | 
| |                                                                                                                          |  | February 28, |  |  | February 28, |  |  | to February 28,     | 
| |                                                                                                                          |  | 2011         |  |  | 2010         |  |  | 2011                | 
| |                                                                                                                          |  | $            |  |  | $            |  |  | $                   | 
| |                                                                                                                          |  |              |  |  |              |  |  |                     | 
| | Non-cash Investing and Financing Activities                                                                              |  |              |  |  |              |  |  |                     | 
| |                                                                                                                          |  |              |  |  |              |  |  |                     | 
| | Shares issued to settle
      accounts payable                                                                           |  |             |  |  | 100,500      |  |  | 312,425             | 
| | Shares issued to settle loans payable                                                                                    |  |             |  |  |             |  |  | 21,000              | 
| | Shares issued to settle
      related party debt                                                                         |  |             |  |  |             |  |  | 15,000              | 
| | Note payable to related party pursuant to
      mineral property vend-in agreement                                       |  |             |  |  |             |  |  | 34,000              | 
| | Refundable staking security
      deposits received pursuant to
                mineral
      property vend-in agreement |  |             |  |  |             |  |  | 26,100              | 
| | Shares issued pursuant to mineral property
      vend-in agreement                                                       |  |             |  |  |             |  |  | 340,000             | 
| |                                                                                                                          |  |              |  |  |              |  |  |                     | 
| | Supplemental Disclosures                                                                                                 |  |              |  |  |              |  |  |                     | 
| |                                                                                                                          |  |              |  |  |              |  |  |                     | 
| | Interest paid                                                                                                            |  |             |  |  |             |  |  |                    | 
| | Income taxes paid                                                                                                        |  |             |  |  |             |  |  |                    | 

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

Forward-Looking Statements

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

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

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

As used in this quarterly report, the terms "we", "us", "our",
the Company and "Wolverine" mean Wolverine Exploration Inc., unless otherwise
indicated.

Corporate History

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

On February 28, 2007, we entered into a vend-in agreement with
Shenin Resources Inc. (Shenin), a private Canadian corporation, for the
purchase of a 90% interest 516 mineral claims located in Labrador, Canada. The
purchase price paid to Shenin was $374,000 satisfied by the issuance of
34,000,000 shares of our common stock at a fair value of $0.01 per share and a
note payable of $34,000. Under the terms of the vend-in agreement we are
required to incur the following expenditures on the claims: (i) CDN$150,000 on
or before March 1, 2008; (ii) CDN$200,000 on or before March 1, 2009, and (iii)
CDN$250,000 on or before March 1, 2010; provided that (iv) any excess amount
spent in one year may be carried forward and applied towards fulfillment of the
expenditure required in the later year. Shenin has also granted our company a
first right of refusal to purchase a 90% interest in all further property in
Labrador, Canada that Shenin may obtain an interest in from time to time.

On August 27, 2009 we signed an amending agreement with Shenin.
which waives all of the remaining work commitments required under the vend-in
agreement subject to us incurring sufficient exploration expenditures on the
claims to keep them in good standing with the Province of Newfoundland and
Labrador. To date, we have incurred expenditures of $556,782.

On August 15, 2007, we registered our company as an
extra-provincially registered company in the province of Newfoundland and
Labrador for the purpose of being able to register the Claims in the name of our
company and for the purpose of being able to conduct our business in the
province of Newfoundland and Labrador.

4

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Subsequent to the vend-in agreement, Richard Haderer, a
consultant of Wolverine, staked twenty-four (24) additional mineral claims on
behalf of Wolverine. The staking costs for these additional claims was CDN$1,440
and the additional claims are contiguous to the 516 claims acquired pursuant to
the vend-in agreement.

In March 2010, as a result of the exploration carried out to
date, Wolverine reduced the number of claims by 128 in order to concentrate its
exploration efforts on the claims with anomalous mineralization.

In June 2010, Ed Montague, transferred 37 claims to Wolverine
which had been staked on behalf of Wolverine. Wolverine now holds a 90% interest
and Shenin holds a 10% interest in a total of 449 claims.

Our Current Business

We are an exploration stage company engaged in the business of
acquisition and exploration of base and precious metal mineral properties. Our
current exploration is focused on mineral properties located in Labrador,
Canada. We have not yet determined whether the Labrador claims contain mineral
reserves that are economically recoverable.

For the nine month period ended February 28, 2011, we incurred
exploration costs of $285,072.

Cash Requirements

There is limited historical financial information about us upon
which to base an evaluation of our performance. We are an exploration stage
company and have not generated any revenues from activities. We cannot guarantee
we will be successful in our business activities. Our business is subject to
risks inherent in the establishment of a new business enterprise, including
limited capital resources, 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 Claims. We expect to review other potential exploration projects from
time to time as they are presented to us.

Not accounting for our working capital deficiency of $137,339,
we require additional funds of approximately $160,000 at a minimum to proceed
with our plan of operation over the next twelve months, exclusive of any
acquisition costs. Wolverine has raised the necessary funds pursuant a recent
private placement and the refund of a security deposit form the Government of
Newfoundland and Labrador.

Our auditors have issued a going concern opinion for our year
ended May 31, 2010. 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 $73,423 and a working capital
deficiency in the amount of $137,339 as of February 28, 2011, we do not have
sufficient working capital to enable us to carry out our stated plan of
operation for the next twelve months.

Exploration Plan

Wolverine recently completed an induced polarization (IP)
Survey which was conducted by Abitibi Geophysics. Abitibi Geophysics has been
providing geophysical services to the mineral exploration industry for over 25
years. Their expertise ranges from detecting precious and base metal deposits to
exploring for diamonds and uranium. Val-d'Or-based Abitibi Geophysics mainly
conducts surveys in Canada, but also provides exploration services to the
international market.

The Abitibi report on the IP Survey recommends a total of 11
drillholes (or 600 m of drilling) to test the best targets. Wolverine will
conduct this drill program during April-May of 2011 at an estimated cost of
$160,000. The drilling will be conducted by Ultralight Drilling Systems.
Ultralight Drilling Systems is a Canadian-based company owned and managed by
Wayne Parnell. The focus of Ultralight Drilling Systems is to fabricate and
support complete man-portable, light-weight drilling systems for exploration,
prospecting and development work in the mining industry.

5

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Mr. Parnell has an extensive and diversified portfolio in the
drilling and exploration industry. Mr. Parnell has used and promoted
man-potrable drilling equipment since 1980 because of the benefits to both the
contractor and client.

The drilling program will be supervised by Ed Montague the project
  geologist. Mr. Montague graduated from Memorial University in 1959 and for the
  past 49 years has been a geologist for projects located in Canada and International
  and as a government geologist and a mineral industry analyst for the Province
  of Newfoundland and Labrador.

The drilling program will be funded by cash on hand and through
funds raised pursuant to a private placement.

As at February 28, 2011, we had a cash balance of $73,423 and a
working capital deficiency of $137,339.

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

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

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve months ending February 28, 2012.

Corporate Offices

We do not own any real property. Our principal business office
is located at 4055 McLean Road, Quesnel, British Columbia, Canada, V2J 6V5. The
Company also maintains an office in Richmond, British Columbia at a cost of
CDN$1,000 per month. We believe that our current lease arrangements provide
adequate space for our foreseeable future needs.

Employees

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

Critical Accounting Policies

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

6

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Mineral Property Costs

Our company has been in the exploration stage since inception
on February 23, 2006 and have not yet realized any revenues from its operations.
We are primarily engaged in the acquisition and exploration of mineral
exploration properties. We expense mineral property exploration costs as they
are incurred. Mineral property acquisition costs are initially capitalized, when
incurred. Our company assesses the carrying costs for impairment under ASC 360,
Property, Plant and Equipment at each fiscal quarter end. An impairment
is recognized when the sum of the expected undiscounted future cash flows is
less than the carrying amount of the mineral property. Impairment losses, if
any, are measured as the excess of the carrying amount of the mineral property
over its estimated fair value. When it has been determined that a mineral
property can be economically developed as a result of establishing proven and
probable reserves, the costs then incurred to develop such property, are
capitalized. Such costs will be amortized using the units-of-production method
over the estimated life of the proven and probable reserves. If mineral
properties are subsequently abandoned or impaired, any capitalized costs will be
charged to operations.

Long-Lived Assets

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

Stock-based Compensation

The Company records stock-based compensation in accordance with
ASC 718, Compensation - Stock Compensation, using the fair value method. All
transactions in which goods or services are the consideration received for the
issuance of equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable.

Results of Operations

Three Months Ended February 28, 2011 and 2010

The following summary of our results of operations should be
read in conjunction with our financial statements for the quarter ended February
28, 2011 which are included herein.

Three month summary ending February 28, 2011 and
2010

Three Months EndedFebruary 282011
      
      
      2010Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      163,795
      
      $
      77,032Net Loss
      $
      (163,795
      )
      $
      (103,252
      )


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Nine month summary ending February 28, 2011 and 2010

Nine Months EndedFebruary 282011
      
      
      2010Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      595,135
      
      $
      223,592Net Loss
      $
      (595,135
      )
      $
      (249,812
      )


Expenses

Our operating expenses for the three month periods ended
February 28, 2011 and 2010 are outlined in the table below:

Three Months EndedFebruary 282011
      
      
      2010Depreciation
      $
      436
      
      $
      Foreign exchange loss (gain)
      $
      (2,008
      )
      $
      2,241General and administrative
      $
      119,872
      
      $
      74,694Mineral exploration costs
      $
      45,496
      
      $
      97


Operating expenses for the three months ended February 28, 2011
increased compared to the comparative period in 2010 primarily due to an
increase in financing and exploration activities.

Our operating expenses for the nine month periods ended
February 28, 2011 and 2010 are outlined in the table below:

Nine Months EndedFebruary 282011
      
      
      2010Depreciation
      $
      1,102
      
      $
      Foreign exchange loss
      $
      (210
      )
      $
      6,012General and administrative
      $
      309,172
      
      $
      194,684Mineral exploration costs
      $
      285,072
      
      $
      22,896


Operating expenses for the nine months ended February 28, 2011
increased compared to the comparative period in 2010 primarily due to an
increase in financing and exploration activities.

Revenue

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

Liquidity and Financial Condition

Working Capital

As At
    
    
    As AtFebruary 28,
    
    
    May 31,2011
    
    
    2010Current assets
    $
    98,262
    
    $
    181,880Current liabilities
    
    235,601
    
    
    233,910Working capital (deficit)
    $
    (137,339
    )
    $
    (52,030
    )


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Cash Flows

Nine Months EndedFebruary 282011
      
      
      2010Net Cash Used in Operating Activities
      $
      (525,013
      )
      $
      (160,493
      )Net Cash Used in Investing Activities
      
      (5,726
      )
      
      -Net Cash Provided by Financing Activities
      
      507,450
      
      
      162,000Net increase (decrease) in cash during period
      $
      (23,289
      )
      $
      1,507


Operating Activities

Net cash used in operating activities during the nine months
ended February 28, 2011, was $525,013 compared to $160,493 during the nine
months ended February 28, 2010. The significant increase in cash used in
operating activities was mainly due to $285,072 incurred for mineral exploration
costs compared to $22,896 in the comparable period.

Financing Activities

During the nine months ended February 28, 2011, we received
$568,500 through the issuance of shares/shares subscribed in private placements,
paid share issuance costs in the amount of $54,050 and repaid loans in the
amount of $7,000. In the comparable period, the Company received $177,000
through the issuance of shares in a private placement and repaid a loan in the
amount of $15,000.

Contractual Obligations

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

Off-Balance Sheet Arrangements

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

Recent Accounting Standards

In January 2010, the FASB issued an amendment to ASC 820, Fair
Value Measurements and Disclosures, to require reporting entities to separately
disclose the amounts and business rationale for significant transfers in and out
of Level 1 and Level 2 fair value measurements and separately present
information regarding purchase, sale, issuance, and settlement of Level 3 fair
value measures on a gross basis. This standard is effective for interim and
annual reporting periods beginning after December 15, 2009 with the exception of
disclosures regarding the purchase, sale, issuance, and settlement of Level 3
fair value measures which are effective for fiscal years beginning after
December 15, 2010. The adoption of the applicable standard on June 1, 2010 did
not have a material effect on the Companys financial statements.

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

Item 4. Controls and Procedures

Managements Report on Disclosure Controls and
Procedures

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

9

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As of February 28, 2011, the end of the quarter covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our president (also our principal executive officer, principal
financial and accounting officer), of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on the foregoing, and
in light of weakness identified in our internal controls over financial
reporting which were disclosed in our Annual Report on Form 10-K and 10-K/A for
the year ended May 31, 2010, our president (also our principal executive
officer, principal financial and accounting officer) concluded that our
disclosure controls and procedures were not effective .

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during the quarter ended February 28, 2011
that have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The accompanying financial statements have been prepared
assuming that our company will continue as a going concern. As discussed in Note
1 to the May 31, 2010 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.

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

Effective June 1, 2010, we issued 200,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $6,000. 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.

Effective June 2, 2010, we issued 500,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $15,000. We have issued all of the shares to four 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.

Effective June 3, 2010, we issued 700,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $21,000. We have issued all of the shares to three 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.

Effective June 4 2010, we issued 250,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $7,500. 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.

Effective June 4, 2010, we issued 300,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $9,000. We have issued all of securities to one U.S. person (as that term is
defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of
Regulation D of the Securities Act of 1933.

Effective June 7, 2010, we issued 100,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $3,000. 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.

Effective June 8, 2010, we issued 800,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $24,000. We have issued all of the shares to four 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.

Effective June 10, 2010, we issued 100,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $3,000. 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.

Effective June 11, 2010, we issued 100,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $3,000. 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.

Effective June 14, 2010, we issued 400,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $12,000. We have issued all of the shares to three 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.

13

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Effective June 15, 2010, we issued 1,300,000 shares of our
common stock in a private placement at a purchase price of $0.03 raising gross
proceeds of $39,000. We have issued all of the shares to three 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.

Effective June 17, 2010, we issued 1,000,000 shares of our
common stock in a private placement at a purchase price of $0.03 raising gross
proceeds of $30,000. We have issued all of securities to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.

Effective June 18, 2010, we issued 300,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $9,000. 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.

Effective June 23, 2010, we issued 100,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $3,000. We have issued all of securities to one U.S. person (as that term is
defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of
Regulation D of the Securities Act of 1933.

Effective June 25, 2010, we issued 1,200,000 shares of our
common stock in a private placement at a purchase price of $0.03 raising gross
proceeds of $36,000. We have issued all of the shares to five 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.

Effective June 30, 2010, we issued 600,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $18,000. We have issued all of the shares to four 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.

Effective August 20, 2010, we issued 100,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $5,000. We have issued all of securities to one U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933) relying upon Rule
506 of Regulation D of the Securities Act of 1933.

Effective August 24, 2010, we issued 500,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $25,000. We have issued all of securities to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.

Effective August 25, 2010, we issued 500,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $25,000. We have issued all of securities to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.

Effective August 30, 2010, we issued 100,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $5,000. We have issued all of securities to one U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933) relying upon Rule
506 of Regulation D of the Securities Act of 1933.

14

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Effective August 30, 2010, we issued 250,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $12,500. 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.

Effective August 31, 2010, we issued 400,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $20,000. We have issued all of securities to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.

Effective August 31, 2010, we issued 500,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $25,000. We have issued all of securities to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.

Effective September 3, 2010, we issued 250,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $12,500. 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.

Effective September 7, 2010, we issued 600,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $30,000. We have issued all of 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.

Effective September 10, 2010, we issued 100,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $5,000. We have issued all of securities to one U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933) relying upon Rule
506 of Regulation D of the Securities Act of 1933.

Effective September 14, 2010, we issued 600,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $30,000. We have issued all of securities to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.

Effective September 15, 2010, we issued 100,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $5,000. We have issued all of securities to one U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933) relying upon Rule
506 of Regulation D of the Securities Act of 1933.

Effective September 15, 2010, we issued 500,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $25,000. 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.

Effective September 21, 2010, we issued 200,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $10,000. We have issued all of securities to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.

15

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Effective September 23, 2010, we issued 300,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $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.

Effective October 1, 2010, we issued 100,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $5,000. We have issued all of securities to one U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933) relying upon Rule
506 of Regulation D of the Securities Act of 1933.

Effective October 4, 2010, we issued 600,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $30,000. 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.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Securities
Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

|Exhibit |                                                                                                                                                                                                                                      
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                      
|(3)     | (i) Articles of Incorporation; and (ii) Bylaws                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                      
|3.1     | Articles of Incorporation of Wolverine 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.                                   
|        |                                                                                                                                                                                                                                      
|(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.

16

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|Exhibit |                                                                                                                                                                                                                                                               
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                               
|10.3    | Additional Property
        Agreement dated May 17, 2007 among Wolverine, Shenin Resources Inc. and
        Richard Haderer, filed as an Exhibit to our Form S-1 (Registration Statement)
        filed on July 15, 2008 and incorporated herein 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.

17

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SIGNATURES

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

|                      | WOLVERINE EXPLORATION INC.                             
|--------------------- | -------------------------------------------------------
|                      | (Registrant)                                           
|                      |                                                        
|                      |                                                        
|Dated: April 12, 2011 | /s/
      Lee Costerd                                  
|                      | Lee Costerd                                            
|                      | Chief Executive Officer, Chief Financial
      Officer 
|                      | and Director                                           
|                      | (Principal Executive Officer, Principal
      Financial
|                      | Officer and Principal Accounting Officer)              

18

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