UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
(X)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
2013
Commission File No. Number: 333-148546
ELEMENTAL PROTECTIVE COATINGS CORP.
-------------------------------------------
(Exact
NSU RESOURCES INC F/K/A BIO-CARBON SOLUTIONS INTERNATIONAL INC. |
| (Exact name of registrant as specified in its charter) |
| NEVADA | 20-8248213 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
305 James Street
Ottawa, Ontario, Canada K1R 5M8
(Address of registrant as specified in its charter)
Nevada 20-8248213
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Water Park Place
20 Bay Street
Toronto, ON M5J2N8
- ---------------------------------------- ----------------
(Address of Principal Executive Office) Zip Code
principal executive offices, including zip code)
(613) 878 6552
(Registrant's telephone number, including Area Code: (646) 448-0197
area code)
Securities registered pursuant to Section 12(b) of the Act:
None
| Title of class | Name of each exchange on which registered | |
| Common Stock. $0.001 par value per share | None |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ]
Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. [ ]
Yes x No o
Indicate by check mark whether the registrantregistrant: (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. Yes [X]x No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on it corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer"filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller
reporting company)
(Check one):
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller Reporting Company | x |
| (Do not check if smaller reporting company) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): [ X ]. Yes [ ]o No The aggregate market value of the voting stock held by non-affiliates of the
Company on June 30, 2009 was -0-. x
As of March 31, 2010,April 30, 2014 the CompanyRegistrant had 13,300,000 issued and156,311,131 outstanding shares of common stock. Documents incorporated
by reference: None
ITEM 1. BUSINESS
The Company was formed in January 2007 to provide elderly and hospitalized
personsCommon Stock with assistance in performing everyday tasks that, due to health
reasons, they were unable to perform. The Company never generated any revenue
and essentially abandoned its business plan in 2008. In July 2009,a par value of $0.001 per share.
INDEX
NSU RESOURCES INC
| PAGE NO | |||||
| PART I | |||||
| ITEM 1 | BUSINESS | 3 | |||
| ITEM 1A | RISK FACTORS | 9 | |||
| ITEM 1B | UNRESOLVED STAFF COMMENTS | 13 | |||
| ITEM 2 | PROPERTIES | 13 | |||
| ITEM 3 | LEGAL PROCEEDINGS | 13 | |||
| ITEM 4 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 13 | |||
| PART II | |||||
| ITEM 5 | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 14 | |||
| ITEM 6 | SELECTED FINANCIAL DATA | 14 | |||
| ITEM 7 | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 15 | |||
| ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 15 | |||
| ITEM 8 | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 15 | |||
| ITEM 9 | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 16 | |||
| ITEM 9A(T) | CONTROLS AND PROCEDURES | 16 | |||
| ITEM 9B | OTHER INFORMATION | 18 | |||
| PART III | |||||
| ITEM 10 | DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 19 | |||
| ITEM 11 | EXECUTIVE COMPENSATION | 20 | |||
| ITEM 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 21 | |||
| ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 21 | |||
| ITEM 14 | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 22 | |||
| PART IV | |||||
| ITEM 15 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 23 | |||
| SIGNATURES | 24 | ||||
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PART I.
Cautionary Note
This Annual Report on Form 10-K contains forward-looking statements within the Company's
directors approved a 10-1 forward stock split. Prior to the stock split there
were 5,630,000 outstanding sharesmeaning of common stock. Subsequent to the stock split
there were 56,300,000 outstanding shares of common stock. The stock split did
not affect the number of shares of common or preferred stock that the Company is
authorized to issue. In October 2009, Debbie Barnum, an officer and directorSection 27A of the Company sold 21,500,000 sharesSecurities Act of common stock to the Company for $100. On
that same date, Darin Barnum, also an officer1933 and director of the Company sold
21,500,000 shares of common stock to the Company for $100.
In November 2009, MSE Enviro-Tech Corp ("MSE") assigned to the Company the
rights to sell MSE's fire retardant products in the United States. In
consideration for the assignment of these rights, the Company issued MSE a
promissory note in the principal amount of $5,000,000.
The note bears interest at 6% per year, is unsecured, and is payable on
November 16, 2011. At the option of the holder, the note can be converted into
shares of the Company's common stock. The number of shares to be issued will be
determined by dividing the amount of the note to be converted by $0.25. In
November 2009, Gilles Trahan and Martin Baldwin were appointed directors of the
Company. Subsequent to these appointments, Ms. Barnum and Mr. Barnum resigned as
officers and directors of the Company. Mr. Trahan was then appointed as the
Company's President and Chief Executive Officer and Mr. Baldwin was appointed as
the Company's Secretary, Treasurer and Chief Financial Officer.
In connection with their resignations, Ms. Barnum sold her 3,500,000
remaining shares in the Company to Mr. Trahan and Mr. Barnum has sold his
3,500,000 remaining shares in the Company to Mr. Baldwin. In November 2009, in
accordance with Nevada Revised Statutes, the directors of the Company approved
an amendment to the Company's articles of incorporation changing the Company's
name from DBL Senior Care, Inc. to Elemental Protective Coatings Corp. On the
same day, the shareholders owning a majority of the Company's issued and
outstanding shares approved the amendment. The name change became effective on
the OTC Bulletin Board on January 21, 2010.
The Company plans to sell environmentally friendly, water-based products
that prevent materials from igniting and in doing so prevent fires from
spreading.
2
The Company is in the development stage and has not generated any revenue.
The Company needs capital to implement its business plan. The Company will
attempt to raise capital through the private sale of its common stock or other
securities.
General
As of March 31, 2010, the Company had two part time employees. The Company
does not have a website.
ITEM 2. DESCRIPTION OF PROPERTY
As of March 31, 2010 the Company did not own any tangible property.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not involved in any legal proceedings and the Company does
not know of any legal proceedings which are threatened or contemplated. ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.
Between June 12, 2008 and January 21, 2010 the Company's common stock was
quoted on the OTC Bulletin Board under the symbol "DBLT". On January 21, 2010,
and in connection with the Company's name change, the Company's trading symbol
was changed to "EPRO". During the year ended December 31, 2009 the Company's
common stock did not trade.
Trades of the Company's common stock are subject to Rule 15g-9Section 21E of the Securities Exchange Act of 1934, which ruleare subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements, including statements about our business strategy, the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all plans, objectives, expectations and intentions and the statements regarding future potential revenue, gross margins and our prospects for fiscal 2009. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "future," "intend," or "certain" or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.
Actual results may vary materially from those in such forward-looking statements as a result of various factors that are identified in "Item 1A.—Risk Factors" and elsewhere in this document. No assurance can be given that the risk factors described in this Annual Report on Form 10-K are all of the factors that could cause actual results to vary materially from the forward-looking statements. References in this Annual Report on Form 10-K to (i) the "Company," the "Registrant," "NSU Resources” "we," "our," “NOST,” and "us" refer to NSU Resources Inc.
Investors and security holders may obtain a free copy of the Annual Report on Form 10-K and other documents filed by NSU Resources Inc. with the Securities and Exchange Commission ("SEC") at the SEC's website at http://www.sec.gov. Free copies of the Annual Report on Form 10-K and other documents filed by NSU Resources, Inc. with the SEC may also be obtained from NSU Resources, Inc. by directing a request to NSU Resources, Inc., Attention: Dr. Luc C. Duchesne-103 Metig Street, Sault Ste Marie, Ontario, Canada P6A 2Z5.
General
NSU Resources Inc. (“The Company”) is a development stage company incorporated on January 17, 2007, under the laws of the State of Nevada. The principal offices are located at 305 James Street, Ontario, Canada K1R 5M8. The telephone number is (705) 253-0339. The Company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Our fiscal year end is December 31.
Description of Business
The Company’s business plan and objective is to use its licensed intellectual property to provide services and capitalize on opportunities relating to renewable energy services, carbon trading, carbon sequestration, and other greenhouse gas emission control, offset and reduction programs worldwide.
Employees
Currently there are only two employees of the Company, whom also serve as directors of the Company; however, several other employees will be needed to implement the Company’s business plan.
Research and Development Expenditures
Since the time of our incorporation we have not incurred any research or development expenditures.
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Business Strategy
NSU Resources, Inc. is a mineral exploration and carbon development company. Our mission is to become a vertically integrated provider of Rare Earth Elements using carbon solutions. We are targeting growth from the acquisition of mineral and carbon rights worldwide.
Our strategic growth plan:
| - | Develop proven NI 43-101 compliant ore inventories from high quality properties with potential for providing topside ore of good quality, have access to cost-effective energy sources, and easy access to qualified labor; |
| - | Develop and/or secure tenure on novel cost-effective and environmentally friendly methodologies for the extraction and purification of Rare Earth Elements; |
| - | Develop B2B relationships with users of Rare Earth Elements metals through the Company's extensive contacts in the renewable energy industry; |
| - | Apply the Company's technologies to ore extracted from other mining complexes; |
| - | Use cashflow from the sales of products to further develop the company's own mining projects; and, |
| - | Create carbon neutral solutions to the mining and renewable energy supply chain. |
From Q1-2012 to Q4-2013 NSU Resources, Inc will pursue expansion in the form of various acquisitions that are pertinent to its strategic vision for aggressive growth. Specific deliverables include and are not limited to:
1. The creation of a business plan for the exploitation of Rare Earth Elements from its 4,200 acres of rare earth claims in the Cobequid Fault Area of Nova Scotia, Canada. Said claims are adjacent to or in the vicinity of claims or exploration projects by other mineral exploration companies in the Cobequid Highlands. Reports of the occurrence of Rare Earth Elements have been made with the Nova Scotia Ministry of Natural Resources by exploration companies in the vicinity. Rare Earth Elements are experiencing rapidly increasing demand for use in green technologies from consumer electronics, electric and hybrid vehicles and power storage for alternative energy sources such as wind and solar. For example, the emergence of third generation solar cells with multispectral capabilities and with >40% efficiencies will create significant growth possibilities for the industry. Companies with Rare Earth Elements are re-emerging as a strategic investment opportunity. The first wave started in early 2010 when China began rationing its export of Rare Earth Elements, which led to the emergence of junior miners in the Rare Earths Elements industry.
2. The completion and proving of its technology for the extraction of rare earth minerals using a combination of methodologies that were first developed for the purification of rare chemicals from living tissues. The most exciting aspect on the discovery of Rare Earth Ore minerals in the Cobiquid fault area is the ratio between Heavy Rare Earth Ores (HREO) to the Light Rare Earth Ores (LREO). This is especially significant considering the much greater market value of HREO as compared to LREO. In almost all analyses of the closely related site of Debert Lake the ratio was near or greater than 50% (From Sears 2011). The high levels of HREO over LREO suggests that a mining venture might be economically feasible, provided the costs of ore extraction are in line with the costs of competing mines. The company plans to adapt, prove and patent its unique rare earth extraction process for the ores specifically found in the Cobequid Highlands of Nova Scotia.
3. The demonstration of carbon neutral approaches for the mining sector despite the current lackluster interest in carbon trading schemes, indicates there is still regional interest in Cap and Trade, for example through the Western Climate Initiative. This will permit the Company to augment the yield from Rare Earth Element extraction projects and other mining projects.
The Company was initiated as a provider of carbon offset development solutions (accounting, measuring, reporting, verification and registration) to:
| · | Companies with the need to model, monitor and report their carbon footprints; |
| · | Companies that emit greenhouse gases and are seeking cost-effective carbon offsets—see below the extensive lists of potential greenhouse gases emitters that are subjected to reporting and cap-and-trade regulations; and, |
| · | Landowners in search of expertise to develop the carbon potential of their properties. |
4
In November 2011, the Company acquired a License for a process for the extraction of rare earths elements. This approach is based on the combination of methodologies that combine plant extraction protocols and carbon neutral approaches.
In November 2010, management of the Company identified the need to pursue carbon opportunities because of international and North American markets in the carbon economy. Namely, carbon offsets are identified registered and/or traded through a number of methodologies/venues (see below) and can be either voluntary or mandated. For example, in Europe, large emitters are subjected to the European Emissions Trading System which is a result of the EU entering into the Kyoto Protocol. In North America, 7 states of the USA and 4 Canadian provinces are members of the Western Climate Initiative. Of these, regulated cap and trade systems are taking place in California and British Columbia. The Company plans to generate revenues from the exploitation of its two licenses: the Lacey Holdings which it entered into on November 4, 2010 and the 1776739 License which it entered into on January 14, 2011.
| 1. | The Company’s Lacey Holdings license permits us to calculate carbon offsets from the business activities of emitters, which we see as a significant consulting activity. For example, under the Western Climate Initiative (WCI), California’s large industrial entities, including refineries, cement plants, and chemical plants, must report on their emissions starting in 2012 if they emit more than 25,000 MT CO2e per year. Likewise CO2 suppliers are covered entities to the extent that they supply more than 25,000 tons of CO2 per year. Electricity suppliers and generators are also covered entities during the initial phase of the Program. All importers of electricity. Importers of electricity include both retail providers and marketers that import electricity into the WCI region. |
| 2. | Any supplier that within the WCI region distributes transportation fuels in quantities that when combusted would emit 10,000 metric tons CO2e per year or more, in any calendar year starting in 2010. |
| 3. | Any supplier that distributes, within the WCI region, residential, commercial, and industrial fuels in quantities that when combusted would emit 10,000 metric tons CO2e per year or more, in any calendar year starting in 2010. |
The technology acquired from Lacey Holdings can be offered to various consulting clients, for example, in assessing the life cycle analysis of different biomass options for the displacement of coal: assessing the carbon footprint of wood biomass, emissions from the combustions municipal solid refuse, emissions from forested, aquatic or agricultural ecosystems or methane emission from coal beds. This technology is derived from a number of scholarly papers that have been authored or co-authored by Dr Luc C Duchesne who is a director of the Company and Director of Ontario 1776729 which is referenced in this section under a separate license agreement. The following is a selected list of scholarly papers which served in the construction of the intellectual property underlying the Lacey Holdings License: 1. WETZEL, S., L. C. DUCHESNE and M. LAPORTE. 2007. Bioproducts from Canada’s forests: new partnerships in the bioeconomy. Springer. 2. ZASADA, J.C., C.W. SLAUGHTER, L.C. DUCHESNE and A.G. GORDON. 1997. Ecological considerations for the North American Boreal forest. International Institute for Applied Systems Analysis, Laxenburg Austria. Pub. No. IR-97-024. 3. LAPORTE, M.F., L. C. DUCHESNE and S. WETZEL. 2003. Effect of rainfall patterns on soil surface CO2 efflux, soil moisture, soil temperature and plant growth in a grassland ecosystem of northern Ontario, Canada: implications for climate change. Biomed Central Ecology, 2: 10-16. 4. TROFYMOW, J.A., T.R. MOORE, B. TITUS, C. PRESCOTT, I. MORRISON, M. SILTANEN, S. SMITH, J. FYLES, R. WEIN, C. CAMIRE. L.C. DUCHESNE, L. KOZAK, M. KRANANBETTER and S. VISSER. 2002. Rates of litter decomposition over six years in Canadian forests: Influence of litter quality and climate. Canadian Journal of Forest Research, 32: 789-804. 5. LAPORTE, M., L.C. DUCHESNE and I. K. MORRISON. 2002. Effect of clearcutting, selection cutting, shelterwood cutting and micro-sites on soil respiration in a tolerant hardwood ecosystem of northern Ontario. Forest Ecology and Management, 174: 565-575. 6. DUCHESNE, L.C. and D.W. LARSON. 1989. Cellulose and the evolution of plant life. Bioscience, 39: 238-241. 7. PRESTON, C.M., J.A. TROFYMOW and L.C. DUCHESNE. 2000. Variability in litter quality and its relationship to litter decay in Canadian forests. Canadian Journal of Botany, 78: 1269-1287. 8. DUCHESNE, L.C. and S. WETZEL. 2000. Effect of clear-cutting, prescribed burning and scarification on litter decomposition in an Eastern Ontario jack pine (Pinus banksiana) ecosystem. International Journal of Wildland Fire, 9:195-201. 9. MOORE, T.J., J. A. TROFYMOW, B. TAYLOR, C. PRESCOTT, C. CAMIRE, L.C. DUCHESNE, J. FYLES, L. KOZAK, M. KRANABETTER, I. MORRISON, M. SILTANEN, S. SMITH, B. TITUS, S. VISSER, R. WEIN and S. ZOLTAI. 1999. Litter decomposition rates in Canadian forests. Global Change Biology, 5: 75-82.
5
The Lacey Holdings Licence was originally purchased from Dr. Duchesne by Lacey Holdings Inc. which is a private company owned exclusively by Mr Christopher Skinner. Mr. Wilkes, as CEO of Elemental Protective Coatings, while scoping business potential for the Company, identified the Lacey Holdings license as a business opportunity. Furthermore, as management delved into the carbon market and with the emergence of supporting cap-and-trade legislation in California, it became evident that engaging in carbon development projects also offered new business opportunities. Consequently, the Company improved its business plan and made the acquisition of the 1776729 License which permits a greater offering of services than the Lacey Holdings Inc. license. Mr. Duchesne is not a shareholder or a director of Lacey Holdings or related to the only shareholder, officer or director of Lacey Holdings Inc. There is no relationship between Lacey Holdings, the directors of the Company or its management.
Whereas the Lacey Holdings License permits to measure carbon emissions, the 1776729 License agreement permits to develop carbon offset credits for the purpose of taking advantage of recent developments showing that the regulated carbon market is emerging in North America despite the lack of support by the United States Government and the Canadian Government who refuse to ratify the Kyoto Protocol, states and provincial jurisdictions are actively engaged in Cap-and-Trade efforts through the Western Climate Initiative (WCI).
The WCI Partner jurisdictions have developed a comprehensive strategy to reduce regional GHG emissions to 15 percent below 2005 levels by 2020. The figure below shows that 4 Canadian provinces (British Columbia, Manitoba, Ontario and Quebec) and 7 states in the USA (Washington, Oregon, California, Arizona, New Mexico, Montana, Utah) are members of the Western Climate Initiative. In addition 16 States/provinces of Canada, the USA and Mexico enjoy observer status in the Western Climate Initiative, which means they are interested but undecided as of yet.
 | In Canada, British Columbia spearheads Cap-and-Trade efforts. In November 2010, British Columbia posted its Draft Protocol for Forest Carbon Sequestration from Forests making it the most advanced jurisdiction member of the WCI in Canada. British Columbia is the first Canadian province with a Cap-and-Trade legislation. In the USA, California spearheads the efforts of Cap-and-Trade under the Western Climate Initiative with numerous protocols and methodologies published under The Climate Action Reserve registry. In December 2010, California, a member of the Western Climate Initiative, legislated that carbon offsets from forests are a part of its Cap-and-Trade system. California produces roughly 1.4 percent of the worlds, and 6.2 percent of the total U.S. greenhouse gases. This has two significant consequences that create a business case for the development of carbon credits from Canadian forests: |
6
1. Under the Western Climate Initiative, credits can be traded between province and member state –see insert from www.westernclimateinitiative.org/component/remository/general/program-design/Design-Summary/ page 6:
1. The WCI Cap-and-Trade Program will be composed of the individual jurisdictions’ cap-and-trade programs implemented through state and provincial regulations. Each WCI Partner jurisdiction implementing the cap-and-trade program design will issue “emission allowances” to meet its jurisdiction-specific emissions goal. The total number of available allowances serves as the “cap” on emissions. The allowances can be bought and sold (“traded”). A regional allowance market is created by the Partner jurisdictions recognizing one another’s allowances for compliance. Through this recognition, the emissions allowances issued by each jurisdiction will be usable throughout the jurisdictions for compliance purposes. We note that carbon offset vary in quality as reviewed in “FOREST CARBON OFFSETS: A Scorecard for Evaluating Project Quality” by Julie L. Beane, John M. Hagan, Andrew A. Whitman, John S. Gunn, 2008; and Manomet Center for Conservation Sciences, #MCCS NCI 2008, which heightens the needs for a rigorous approach to the development of carbon offsets from forests.
Management feels that it might be difficult for California emitters to meet their regulated carbon requirements without having to purchase carbon offsets from Canada. According to the Climate Action Reserve’s projections, the projects currently under approval have just under 30 million tons of credits in the pipeline through 2014 that could be used in the California program. Yet the demand for total reduction requirements is projected to exceed 230 million tons between 2012 through 2020 in California alone. Of these, 8% are allowable from forests. The Company believes that emitters will attempt to fill the offset supply gap which will create greater demand pressure on the price point of carbon and also stimulate carbon forest sequestration projects from other jurisdictions of the WCI.
More precisely the 1776729 License provides the Company with the means to engage in carbon development as the license is based on: (1) Knowledge of and/or relationships with technology providers in various manufacturing sectors who own technologies that can be used by carbon emitters to meet emission reduction requirements; (2) Knowledge of and/or relationships with land owners in various countries with interests in providing land bases for the development of biological sequestration offset credits to meet emission reduction requirements; (3) Knowledge of and/or relationships with financial institutions with interest in providing capital for the development of carbon sequestration tools or implementation of novel technologies to meet emissions reduction requirements; and, (4) Knowledge of and/or relationships with purchasers of carbon offsets. 1776729 is a holding company which owns licensed intellectual property from GSN Dreamworks Inc., which is solely owned by our President and CEO Luc Duchesne.
The Company does not currently engage in any business activities that may provide immediate cash flow. We expect to incur expenses without generating any material revenues for the foreseeable future. We anticipate the need to raise funds to support our operations for the next 12 months. We have not identified any sources of additional funding for our continued operations, nor have we committed to a plan for funding if our current assets prove inadequate. During the next 12 months we anticipate incurring costs related to:
pursuing business opportunities to obtain engagements from clients for the use of our licensed technology;
preparing our financial statements and having them reviewed and audited; and
preparing and filing of Exchange Act reports.
We do not anticipate that we will be able to meet these costs without securing additional cash to be loaned by, or invested in us by our stockholders, management or other investors. Management has funded operations thus far but there is no guaranty that management will be able support operations definitely.
7
1. The creation of a business plan from the exploitation of rare earth minerals from its 4,200 acres of rare earth claims in the Cobequid Fault Area of Nova Scotia, Canada. Said claims are adjacent and in the vicinity of claims by other mineral exploration companies in the Cobequid Highlands and reports of rare earths have been made with Nova Scotia Ministry of Natural Resources by exploration companies in the vicinity. Rare Earth Metals are experiencing rapidly increasing demand for use in green technologies from consumer electronics to electric and hybrid vehicles to power storage for alternative energy sources such as wind and solar. For example the emergence of third generation solar cells with multispectral capabilities and with 40% efficiencies will create significant growth possibilities for the industry. Companies with Rare Earth Elements (REE) are re-emerging as a strategic investment opportunity. The first wave started in early 2010 when China began rationing its export of REE, which led to the emergence of junior miners in the REE industry. The next wave of opportunity in the REE industry is predicated on companies being able to process and purify mineral deposits through the development of leading-edge extraction technologies. As such, REE companies now have to straddle mineral exploitation and R & D. With the strong and proven expertise of our management team we have positioned the company to meet this unique challenge.
2. The completion and proving of its technology for the extraction of rare earth minerals using a combination of methodologies that were first developed for the purification of rare chemicals from living tissues. The most exciting aspect on the discovery of Rare Earth Ore minerals in the Cobiquid fault area is the ratio between Heavy Rare Earth Ores (HREO) to the Light Rare Earth Ores (LREO). This is especially significant considering the much greater market value of HREO as compared to LREO. In almost all analyses of the closely related site of Debert Lake the ratio was near or greater than 50% (From Sears 2011). The high levels of HREO over LREO suggests that that a mining venture might be economically feasible, provided the costs of ore extraction are in line with the costs of competing mines. Indeed HREO are of greater commercial values than LREO.
3. The demonstration of carbon neutral approaches for the mining sector. Despite the current lack of global interest in carbon trading schemes, there exist regional interest in Cap and Trade, for example through the Western Climate Initiative. This will permit to augment the yield from rare earth extraction projects and other mining projects. We intend to create strategic alliances with technology providers for adapting various energy saving or carbon sequestration technologies to permit greater economic yields for the mining sector. When licensed such technologies and approaches will be applicable to the mining industry in general.
Investors must be aware that we have not begun significant operations and we have not generated any revenue. We currently have minimal funds available and in order to continue our business plan we must raise additional proceeds. We will likely be required to borrow proceeds from a shareholder in order to pay expenses associated with filing this report. We cannot provide any guarantee that we will be successful in securing adequate proceeds in the future and failure to do so would result in a complete loss of any investment made into the Company.
Competitive Business Conditions
Carbon trading is a commercial activity that is regulated by specific jurisdictions pursuant to regional legislation or can be voluntary. When regulated (Eg. Europe and Western Climate Initiative), governments compel polluters to reduce their greenhouse gas emissions through technological improvements or through the purchase of carbon offsets (carbon credits). It is an identified risk factor that new legislation may arise in certain jurisdictions that may render the Company’s business plan and knowledge obsolete with respect to carbon credits. With respect to the voluntary trade of carbon credits, there is a significant risk that certain voluntary purchasers of carbon credits may elect to cease the purchase of carbon credits for various reasons that are inherent to their business plans, or because of changing economic, political contexts or other conditions that cannot be controlled by the management of the Company.
Patents and Trademarks
We have no patents or trademarks.
Governmental Regulation
See “Competitive Business Conditions.”
8
Reports to Security Holders
We file our quarterly and annual report with the Securities and Exchange Commission (SEC), which the public may view and copy at the Public Reference Room at 100 F Street, N.E. Washington D.C. 20549. SEC filings, including supplemental schedule and exhibits, can also be accessed free of charge through the SEC website www.sec.gov.
| ITEM 1A | RISK FACTORS |
Factors Affecting Future Operating Results
This Annual Report on Form 10-K contains forward-looking statements concerning our future programs, expenses, revenue, liquidity and cash needs as well as our plans and strategies. These forward-looking statements are based on current expectations and we assume no obligation to update this information, except as required by applicable laws and regulations. Numerous factors could cause actual results to differ significantly from the results described in these forward-looking statements, including the following risk factors.
Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue activities in which case you could lose your investment.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. As such we may have to cease activities and you could lose your investment.
We currently do not have adequate funds to cover the costs associated with maintaining our status as a Reporting Company.
The Company currently has no cash available. This amount will not be enough to pay the legal, accounting, and filing fees that is required to maintain our status as a reporting company, which is currently estimated at $20,000 for fiscal year 2014. If we can no longer be a reporting company our common stock would no longer be eligible for quotation on the Over-the-Counter Bulletin Board. This would result in there being no public market for an investor to trade our common stock and any investment made would be lost in its entirety.
We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease activities, which would result in a complete loss of any investment made into the Company.
We were incorporated on January 17, 2007 and we have not started our proposed business activities or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. As of December 31, 2013 our net loss since inception is $2,418,899. Based upon current plans, we expect to incur operating losses in future periods. Failure to generate revenues will cause us to suspend or cease activities.
If we are able to complete financing through the sale of additional shares of our common stock in the future, then shareholders will experience dilution.
The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing shareholders. This means that if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding. To raise additional capital we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.
9
Because there is currently a limited public trading market for our common stock, you may not be able to resell your stock.
Although our common stock is quoted on the Over-the-Counter Bulletin Board (OTCBB) the market is limited. If a market does not develop there would be no central place, such as stock exchange or electronic trading system to resell your shares.
Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.
Our shares are penny stocks are covered by, and subject to, section 15(g) of the Securities Exchange Act of 1934 which imposes certainadditional sales practice requirements on broker/dealers who sell the Company's securities subject toincluding the rule to persons other than
established customersdelivery of a standardized disclosure document; disclosure and accredited investors.confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For transactions covered bysales of our securities, the rule, brokers/dealersbroker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.
We are subject to the requirements of section 404 of the Sarbanes-Oxley Act. If we are unable to timely comply with section 404 or if the costs related to compliance are significant, our profitability, stock price and results of operations and financial condition could be materially adversely affected.
We are required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, which require us to maintain an ongoing evaluation and integration of the internal controls of our business. We were required to document and test our internal controls and certify that we are responsible for maintaining an adequate system of internal control procedures for the year ended December 31, 2013
We evaluated our existing controls for the year ended December 31, 2013. Our Chief Executive Officer identified material weaknesses, specifically a poor segregation of duties, in our internal control over financial reporting and determined that we did not maintain effective internal control over financial reporting as of December 31, 2013. The identified material weaknesses did not result in material audit adjustments to our 2013 financial statements; however, uncured material weaknesses could negatively impact our financial statements for subsequent years.
In addition, a material weakness in the effectiveness of our internal controls over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.
Further, we believe that the out-of-pocket costs, the diversion of management’s attention from running the day-to-day operations and operational changes caused by the need to comply with the requirements of Section 404 of the Sarbanes-Oxley Act could be significant. If the time and costs associated with such compliance exceed our current expectations, our results of operations could be adversely affected.
There may be conflicts of interest between our management and our non-management stockholders.
Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. A conflict of interest may arise between our management's personal financial interests and the fiduciary duty to our stockholders. Further, our management's own financial interests may at some point compromise their fiduciary duty to our stockholders. Luc Duchesne and Robert Williams, who are the Company’s sole officers and a majority of its directors, continue to be involved in businesses that operate and commercialize technologies that are similar or related to the Company’s, although those businesses exploit and seek to exploit different applications and opportunities. In addition, although it is anticipated that these individuals will spend significant time and effort developing our business, it is possible that they will be exposed to business or employment opportunities that would conflict with the interests of the Company, or cause them to reduce their efforts on the Company’s behalf or to entirely cease working with the Company. If we and any other businesses with which our officers are involved wish to take advantage of the same opportunity, then the officer and director that is affiliated with both companies would abstain from voting upon the opportunity.
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Future success is highly dependent on the ability of management to further develop and implement a business plan, and secure customers.
The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our activities will depend on the availability of finances, opportunities relating to carbon trading, offset and reduction regimes, greenhouse gas emission reduction programs, government regulations and economic conditions in the forestry and timber industries. As we have no operating history or revenue and only minimal assets, there is a risk that we will be unable to consummate a business combination. The Company has had no recent operating history and no revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without realizing significant revenues for the foreseeable future, at least until the market opportunities for the Company’s services and technology develops and the demand for our services becomes more proven and regular. This will likely result in our incurring net operating losses for the foreseeable future. We cannot assure that our business will develop as hoped, or that it will become profitable.
Our business may have no revenues for the foreseeable future.
We are a development stage company and have had no revenues from operations. Although the technologies offer potential, we may not realize any revenues unless and until we successfully develop a revenue stream from the use of existing licenses.
We may issue more shares to raise additional capital, and permit the development of the Company’s business.
As a result, the shareholdings of current shareholders may be diluted. Our Articles of Incorporation authorizes the issuance of a maximum of 275,000,000 shares of common stock. We may issue additional shares from time to time to raise the capital that we anticipate will be required to further develop our business. Any share issuance would be subject to compliance with applicable securities laws and subject to that limitation, unless our Articles of Incorporation are amended with approval of our stockholders. This may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued from time to time may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.
There is limited public market for our Common Stock, and we have never paid dividends on our Common Stock.
There is limited public trading market for our common stock which is listed on OTCQB: NOST and none is expected to develop until our business develops further. Additionally, we have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy. Moreover, a significant number of unregistered securities may not become traded. Pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and any other applicable securities laws or regulations these restrictions will limit the ability of our stockholders to liquidate their investment.
Carbon trading may become obsolete.
Carbon trading is a commercial activity that is either regulated by specific jurisdictions pursuant to regional legislation, or can be voluntary. When regulated (Eg. Europe and Western Climate Initiative), governments compel polluters to reduce their greenhouse gas emissions through technological improvements or through the purchase of carbon offsets (carbon credits). It is an identified risk factor that new legislation may arise in certain jurisdictions that may render the Company’s business plan and knowledge obsolete with respect to carbon credits. With respect to the voluntary trade of carbon credits, there is a significant risk that certain voluntary purchasers of carbon credits may elect to cease the securitiespurchase of carbon credits for various reasons that are inherent to their business plans, or because of changing economic, political contexts or other conditions that cannot be controlled by the management of the Company.
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Mineral claims may prove non commercial
Although we have acquired options to mineral rights for properties in Nova Scotia, there is a possibility that the claims do not contain ores of commercial values either because of non-economical mineral content, inability to secure financing, inability to secure permitting, inability to extract the minerals economically or any combination of these factors acting in concert.
Limited Operating History; Need for Additional Capital.
Although the Company draws on the expertise on the principals who have been operating private businesses in the renewable energy and receiveforestry sectors, there is no pertinent historical financial information for the purchaser's written agreementCompany upon which to base an evaluation of our performance. Our assets and business have not yet generated substantial or recurring revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services. We will require additional financing to cover costs that we expect to incur over the next twelve months. We believe that debt financing will not be an alternative for funding our operations as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or other securities. However, we cannot provide any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations. In the absence of such financing, we will not be able to continue and our business plan will fail.
Our common stock is subject to the transaction prior to sale. "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission also has adopted certain rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that regulate broker/dealer practices in connection with transactions inare applicable to "penny stocks". Penny stocks generally areFor the purposes relevant to us, a “penny stock” is any equity securities withsecurity that has a market price of less than $5.00 (otherper share or has an exercise or conversion price of less than securities registered on$5.00 per share, subject to certain national securities
exchangesexceptions. For any transaction involving a penny stock, unless exempt, the rules require:
| · | that a broker or dealer approve a person's account for transactions in penny stocks; |
| · | the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased; and |
| · | that a broker or dealer provide certain detailed market information about the market for the applicable company’s securities. |
In order to approve a person's account for transactions involving penny stocks, the broker or quoted ondealer must:
(1) obtain financial information, investment experience and investment objectives of the NASDAQ system, providedperson; and
(2) make a reasonable determination that current price and volume
information with respect tothe proposed transactions in penny stocks are suitable for that security is provided byperson and that the exchangeperson has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
12
The broker or system). The penny stock rules require a broker/ dealer must also deliver, prior to aany transaction in a penny stock, not otherwise exempt from the rules, to deliver a standardized risk disclosure documentschedule prepared by the Commission that provides
information about penny stocks and the nature and level of risks inSEC relating to the penny stock market. The broker/dealer alsomarket, which, in highlight form:
| · | sets forth the basis on which the broker or dealer made the suitability determination; and |
| · | that the broker or dealer received a signed, written agreement from the investor prior to the transaction. |
Following a transaction, monthly statements must provide the customer with current bid
3
and offer quotationsbe sent disclosing recent price information 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 bidaccount and offer quotations, andinformation on the broker/dealer and salesperson compensation
information, mustlimited market in penny stocks.
Generally, brokers may be givenless willing to execute transactions in securities subject to the customer orally or in writing prior"penny stock" rules. This may make it more difficult for investors to effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation. These disclosure requirements may have the
effectdispose of reducing the level of trading activity in the secondary market for the
Company's common stock.
As of March 31, 2010, the Company had 13,300,000 outstanding shares ofour common stock and 30 shareholdersdepress the market value of record.
Holdersour stock.
There are additional risks of investing in penny stocks whether in public offerings or in secondary trading, relating to commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.
| TEM 1B | UNRESOLVED STAFF COMMENTS |
None
We do not own any property; the principal offices are located at 305 James Street, Ottawa, Ontario K1R 5M8. The telephone number is (705) 253-0039. The website is www.nsuresources.com.
| ITEM 3 | LEGAL PROCEEDINGS. |
NSU Resources Inc. is not currently a party to any legal proceedings.
| ITEM 4 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
None
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| MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
Our common stock is quoted on the Over-the-Counter Bulletin Board (OTCBB) under the ticker symbol NOST. The stock trades are entitledlimited and sporadic; there is no established public trading market for our common stock.
Dividends
We did not declare or pay dividends during the Fiscal Year 2013 and do not anticipate declaring or paying dividends in fiscal year 2014.
Securities Authorized for Issuance under Equity Compensation Plans
There is no stock option on place for the company.
Recent Sales of Unregistered Securities
There was no sale of unregistered securities in 2013.
Securities issued in 2013
None.
Summary of Financial Data
| December 31, 2013 | December 31, 2012 | |||||||
| Revenues | $ | - | $ | 5,792 | ||||
| Operating Expenses | $ | 4,895 | $ | 10,455 | ||||
| Earnings (Loss) | $ | (4,895 | ) | $ | (4,669 | ) | ||
| Total Assets | $ | 800 | $ | - | ||||
| Liabilities | $ | 79,374 | $ | 73,679 | ||||
| Stockholders’ Deficit | $ | (78,574 | ) | $ | (73,679 | ) | ||
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The following discussion is intended to receive dividends as may be
declared byassist in the Boardunderstanding and assessment of Directors. The Company's Board of Directors is not
restricted from paying any dividends but is not obligated to declare a dividend.
No dividends have ever been declaredsignificant changes and it is not anticipated that dividends
will ever be paid.
In October 2009, the Company purchased 43,000,000 shares of its common
stock from two former officers in a private transaction. These shares were
subsequently cancelled. In November 2009, the two former officers collectively
sold 7,000,000 shares of the Company's common stocktrends related to the Company's current
officers. See Item 1results of operations and financial condition of NSU Resources Inc. This discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this reportAnnual Report on Form 10-K for further information. With the exception
of the foregoing, during thefiscal year ended December 31, 2009, none2013.
Critical Accounting Policies
The preparation of our consolidated financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. There have been no material changes to these policies during fiscal 2013.
Plan of Operations
Liquidity and Capital Resources. At the end of fiscal year 2013 we had no cash on hand and we had liabilities of $79,374. We must secure additional funds in order to continue our business. We were required to secure a loan to pay expenses relating to filing this report including legal, accounting and filing fees and may be required to secure additional financing to fund future filings. We believe that we will be able to obtain this loan from a current shareholder of the Company's
officersCompany; however we cannot provide any assurance that we will be able to raise additional proceeds or directors, nor any of its principal shareholders, purchased any
shares of the Company's common stock from third parties in a private transaction
or as a result of purchasessecure additional loans in the open market.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
PLAN OF OPERATION
The Company was incorporated in January 2007. The Companyfuture to cover our expenses related to maintaining our reporting company status (estimated at $20,000 for fiscal year 2014). Furthermore, there is inno guarantee we will receive the development stage and as of March 31, 2010 has never generatedrequired financing to complete our business strategies; we cannot provide any revenue.
Since its inception,assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. If we are unable to accomplish raising adequate funds then it would be likely that any investment made into the Company has financedwould be lost in its operations throughentirety.
Results of Operations. We have generated minimal revenues since inception, including $0 and $5,792 during the
private sale of its common stock. The Company does not have any commitments or
arrangements from any person to provide the Company with any additional capital.
See Item 1 of this report for information concerning the Company's plan of
operation.
See Note 2 to the financial statements included as part of this report for
a description of the Company's accounting policies and recent accounting
pronouncements.
4
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS
See the financial statements attached to this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
On July 20, 2009, the Company, through and with the approval of its Board
of Directors, dismissed Moore & Associates, Chartered as its independent
registered public accounting firm. The reports of Moore & Associates on the
financial statements of the Company for the two years ended December 31, 2008
did not contain an adverse opinion or disclaimer of opinion nor were the reports
qualified or modified as2013 and 2012. Additionally, we continue to uncertainty, audit scope or accounting principles.
However, the reports of Moore & Associates for those fiscal years were qualifiedincur administrative costs related to becoming compliant with respect to uncertainty as to the Company's ability to continuefiling requirements as a going
concern.
Duringpublic issuer. Such administrative costs totaled $4,895 and $10,455 during the Company's two fiscal years ended December 31, 20082013 and the
subsequent interim period ended July 20, 2009, there were no disagreements2012. Since inception we have incurred a loss of $2,418,999 of which $2,127,000 is attributable to impairment losses on assets acquired for common stock.
Off-Balance Sheet Arrangements. None
| ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
We do not currently hold any market risk sensitive instruments entered into for hedging transaction risks related to foreign currencies. In addition, we have not entered into any transactions with Moore & Associates on any matter of accounting principles or practices,derivative financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to Moore & Associates satisfaction, would have
caused them to refer to such disagreements in their reports.
On July 23, 2009, the Company hired De Joya Griffith & Company, LLC, as
its independent registered public accounting firm. Prior to hiring De Joya
Griffith & Company, the Company did not consult with De Joya Griffith & Company
regarding the application of accounting principles to a specific completed or
contemplated transaction or regarding the type of audit opinion that might be
rendered by De Joya Griffith & Company on the Company'sinstruments for trading purposes.
Our financial statements appear beginning on page F-1, immediately following the signature page of this report.
15
None
Disclosure Controls and De Joya Griffith & Company did not provide any written or oral advice that
was an important factor considered by the Company in reaching a decision as to
any accounting, auditing or financial reporting issue.
ITEM 9A. CONTROLS AND PROCEDURES
The Company maintains a systemProcedures
Management of NSU Resources Inc. is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports filedthat the Company files or submittedsubmits under the Securities Exchange Act of 1934 as amended ("1934 Act"(the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC'sSecurities and Exchange Commission’s rules and formsforms.
In addition, the disclosure controls and toprocedures must ensure that such information required to be disclosed by the
Company in the reports that it files or submits under the 1934 Act, is accumulated and communicated to the Company'sCompany’s management, including its PrincipalChief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Asfinancial and other required disclosures.
At the end of December 31, 2009, the Company's
Principal Executive and Financial Officer evaluatedperiod covered by this report, an evaluation of the effectiveness of the
design and operation of the Company'sour disclosure controls and procedures.procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of our Principal Executive Officer, Principal Financial and Accounting Officer, Luc C. Duchesne. Based on thathis evaluation the Company's Principal Executiveof our disclosure controls and Financial Officerprocedures, he concluded that during the Company'speriod covered by this report, such disclosure controls and procedures were effective.
Management'snot effective to detect the inappropriate application of US GAAP standards. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”
The Company will continue to create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, the Company will enhance and test our year-end financial close process. Additionally, the Company’s management will increase its review of our disclosure controls and procedures. Finally, we plan to designate individuals responsible for identifying reportable developments. We believe these actions will remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Management’s Annual Report on Internal Control over Financial Reporting
5
The Company's
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the
effectiveness of internal control overour financial reporting. As defined by the
Securities and Exchange Commission, internalInternal control over financial reporting is a process designed by, or under the supervision of the Company's principal
executive officer and principal financial officer and implemented by the
Company's Board of Directors, management and other personnel, to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions may occur or that the degree of compliance with the policies or procedures may deteriorate.
The Company's management evaluated
16
Management assessed the effectiveness of itsour internal control over financial reporting as of December 31, 20092013. This assessment is based on the criteria establishedfor effective internal control described in Internal Control -— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework.
Management'sCommission. Based on its assessment, included an evaluation of the design of the Company'smanagement concluded that our internal control over financial reporting and testing of the operational
effectiveness of those controls.
Based on this evaluation, the Company's management concluded that the
Company's internal control over financial reporting was effective as of December 31, 2009.
There2013 was no changenot effective in the Company'sspecific areas described in the “Disclosure Controls and Procedures” section above and as specifically described in the paragraphs below.
As of December 31, 2013 the Principal Executive Officer/Principal Financial Officer identified the following specific material weaknesses in the Company’s internal controlcontrols over its financial reporting processes:
• Policies and Procedures for the Financial Close and Reporting Process — Currently there are no policies or procedures that occurred duringclearly define the quarter endedroles in the financial close and reporting process. The various roles and responsibilities related to this process should be defined, documented, updated and communicated. Failure to have such policies and procedures in place amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
• Representative with Financial Expertise — For the year ending December 31, 20092013, the Company did not have a representative with the requisite knowledge and expertise to review the financial statements and disclosures at a sufficient level to monitor the financial statements and disclosures of the Company. Failure to have a representative with such knowledge and expertise amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
• Adequacy of Accounting Systems at Meeting Company Needs — The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, and there were no procedures in place or built into the system to ensure that all relevant information is secure, identified, captured, processed, and reported within the accounting system. Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
• Segregation of Duties — Management has materially affected, or is reasonably likelyidentified a significant general lack of definition and segregation of duties throughout the financial reporting processes. Due to materially affect, the Company'spervasive nature of this issue, the lack of adequate definition and segregation of duties amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
In light of the foregoing, once we have the adequate funds, management plans to develop the following additional procedures to help address these material weaknesses:
• NSU Resources Inc. will create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, we plan to enhance and test our month-end and year-end financial close process. Additionally, our audit committee will increase its review of our disclosure controls and procedures. We also intend to develop and implement policies and procedures for the financial close and reporting process, such as identifying the roles, responsibilities, methodologies, and review/approval process. We believe these actions will remediate the material weaknesses by focusing additional attention and resources in our internal accounting functions. However, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
17
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sManagement’s report was not subject to attestation by the Company's
independentour registered public accounting firm pursuant to temporary rules of the SECSecurities and Exchange Commission that permit the Companyus to provide only management'smanagement’s report on internal
control in this annual report.
ITEM 9B. OTHER INFORMATION
Not applicable.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Name Age Position
Gilles Trahan 38 President, Chief Executive Officer
This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and a Director.
6
Martin Baldwin 44 Secretary, Treasurer, Chief Financial Officer
and a Director.
The directorsis not incorporated by reference into any filing of the Company, servewhether made before or after the date hereof, regardless of any general incorporation language in such capacityfiling.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting that occurred during our fiscal year ended December 31, 2013 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
| ITEM 9B | OTHER INFORMATION. |
None.
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PART III
NSU Resources Inc.’s executive officers and directors and their respective age as of December 31, 2013 are as follows:
Directors:
| Name of Director | Age | |
| Luc C. Duchesne | 52 | |
| Robert Williams | 50 |
Executive Officer:
| Name of Officer | Age | Office | ||
| Luc C. Duchesne | 52 | President, CFO, CEO | ||
| Robert Williams | 50 | Chief Technology Officer |
The term of office for each director is one year, or until the next annual meeting of the Company's shareholdersshareholders.
Biographical Information
Set forth below is a brief description of the background and business experience of our officers and director for the past year.
Luc Duchesne (52), for the past five years, has been President and CEO of Forest BioProducts Inc, a consulting firm in forestry dealing with resource development. Forest BioProducts is owned in majority by Grid Cloud Solutions, Inc. (OTC Pinksheets: GRDC) a publicly trading technology and consulting company in the renewable energy sector, where Mr. Duchesne holds the positions of Director and Chief Technology Officer. He has also been president and CEO of SITTM Technologies Inc, a private biodiesel technology and brokerage firm until their successors have been duly
electedFebruary 17, 2011 when it was acquired by MSE Envirotech Corp (OTC Pinksheets: MEVT); and qualified. The officersof GSN Dreamworks Inc. (a related party), a private research and development firm involved in opportunities relating to carbon stocks and natural resources.
From 2004 to 2006 Mr. Duchesne was fully engaged in forestry consulting, acting as CEO of Forest BioProducts, providing various services to clients seeking economic opportunities from the exploitation of non-timber values from forest ecosystems such as bioenergy, biomass, pharmaceuticals and nutraceuticals. These activities were reduced to 20% of his time when he took the position of CEO of SITTM Technologies Inc, in 2006. SITTM Technologies Inc. is a privately owned corporation involved in the manufacturing and sales of biodiesel and value added products from fatty acid methyl esters. This took up 60% of his time. He was president of GSN Dreamworks from 2006 continuing until June 2010 when he became CEO of BioCarbon Systems International. From June 2010 to December 2010 he was CEO and director of Bio-Carbon Systems International Inc. He is currently engaged in the full time management of the Company servewith an effort of at least 40 hours per week.
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Mr. Duchesne holds a PhD in plant biochemistry from the discretionUniversity of Guelph, a M.Sc. in Forest Sciences from the University of Toronto (1985) and a B.Sc. in Forest Engineering from Laval University (1983). He has authored or co-authored 85 peer-reviewed scientific articles, book chapters or books. He has developed algorithms and other knowledge relating to carbon stocks and the assessment of the Company's directors. The Company does not compensate any person for actingamount of carbon stock found in various natural ecosystems. That intellectual property can be used to validate carbon stocks in the context of carbon trading regimes. Mr. Duchesne was appointed as a director
The principal occupation of the Company's officers and directors during
the past several years is as follows:
Mr. Trahan has been an officer and director of the Company since November,
2009. Since August 2008in large part because of his academic training with respect to forestry matters, his training and experience in the forestry sector, his prior experience as an entrepreneur, and his specific knowledge and understanding of the intellectual property to be exploited by the Company and the business opportunities in which that technology could be applied. Mr. TrahanDuchesne anticipates that over the next six months he will devote approximately 160 hours per month to the business of the Company.
Robert Williams (50) received his degree in Chemistry from Acadia University in Nova Scotia (1984) and his Ph.D. from the University of Guelph (1989). Throughout his career he has been the Chief Executive Officer and a
director of MSE Enviro-Tech Corp. Between 2002 and the time he joined MSE
Enviro-Tech, Mr. Trahan was the Chief Executive Officer and President of Geneva
Bancorp Inc. where he was involved in international financial consulting and
investment banking. Between 1998 and 2002 Mr. Trahan was the Chief Executive
Officer and a Directordevelopment of Symphony Telecom, Inc. Since October 2008, Mr. Trahan
has also been a director of Atlantic Wind & Solar, Inc.
Mr. Baldwin has been an officer and director of the Company since November,
2009. Since April 2009 Mr. Baldwin has been a Director of MSE Enviro-Tech Corp.
Between July 2008 and April 2009 Mr. Baldwin was a Director with the
International Money Market Department at the Bank of Nova Scotia in Toronto.
Between August 2002 and June 2008 Mr. Baldwin was the Assistant General
Manager/Head Treasurer at Scotiabank Caribbean Treasury Limited (formerly the
Caribbean Treasury Unit of Scotiabank Bahamas Ltd.) in Nassau, Bahamas. Between
January 2001 and August 2002 Mr. Baldwin was a Director with the International
Money Market Department at the Bank of Nova Scotia in London. Since November
2008, Mr. Baldwin has also been a director of Atlantic Wind & Solar, Inc.
The Company does not have a compensation or an audit committee. The Company
does not have a financial expert. Mr. Trahan and Mr. Baldwin are not independent
directors as that term is defined in section 803 of the listing standards of the
NYSE AMEX. Neither Mr. Trahan nor Mr. Baldwin are a "financial expert" as that
term is definedprojects involving multidisciplinary groups in the regulationsresearch and isolation of materials. Dr. Williams is an expert in research and development and has extensive contacts throughout a variety of industries and brings his unbridled optimism to this project.
Significant Employees
We do not employ any non-officers who are expected to make a significant contribution to its business.
Corporate Governance
Nominating Committee. We have not established a Nominating Committee because of our limited operations; and because we have only two directors and one officer, we believe that we are able to effectively manage the Securitiesissues normally considered by a Nominating Committee.
Audit Committee. We have has not established an Audit Committee because of our limited operations; and Exchange Commission.
The Company hasbecause we have only two directors and one officer, we believe that we are able to effectively manage the issues normally considered by a Audit Committee.
Code of Ethics. We have not adopted a Code of Ethics applicable to itsfor our principal executive and financial and accounting officers and persons performing similar
functions. The Company does not believe it requires a Code of Ethics since itofficers.
| ITEM 11 | EXECUTIVE COMPENSATION. |
Summary Compensation Table
Name and principal position | Fiscal Year | Salary | Bonus | Other annual compensation | Restricted stock award (s) | Securities underlying options/ SARs | LTIP payouts | All other compensation | ||||||||||||||||||||||
Luc C. Duchesne Director, President | 2013 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
There has only two officers.
7
Changesbeen no cash payment paid to the individuals above for services rendered in Management
The following showsall capacities to us for the changes in the Company's management since its
inception:
Appointed (A)
to or
Resigned (R) Positions Appointed to
Date Name from Position or Resigned From
1/17/07 Debbie Barnum A President, Treasurer Principal
Financial Officer, and a Director
1/17/07 Darrin Barnum A Secretary and a Director
11/19/09 Gilles Trahan A Director
11/19/09 Martin Baldwin A Director
11/19/09 Debbie Barnum R President, Treasurer Principal
Financial Officer, and a Director
11/19/09 Darrin Barnum R Secretary and a Director
11/19/09 Gilles Trahan A President and Chief Executive Officer
11/19/09 Martin Baldwin A Secretary, Treasurer and Chief
Financial Officer
Compensation Committee Interlocks and Insider Participation.
The Company's directors act as its compensation committee. During the yearperiod ended December 31, 2009, none of2013. There has been no compensation awarded to, earned by, or paid to the Company's officers were also a member ofexecutive officer by any person for services rendered in all capacities to us for the fiscal period ended December 31, 2013. No compensation committeeis anticipated within the next six months to any officer or a director of another entity, which other entity
had one of its executive officers serving as a director of the Company or as a
member ofCompany.
Stock Option Grants
We did not grant any stock options to the Company's compensation committee.
ITEM 11. EXECUTIVE COMPENSATION
executive officer during the most recent fiscal period ended December 31, 2013.
20
The following table showsprovides the compensation paid or accrued duringnames and addresses of each person known to NSU Resources Inc. to own more than 5% of the year
endedoutstanding common stock as of December 31, 2009 to the executive officers of the Company. No officer of
the Company has ever received compensation in excess of $100,000 per year.
8
All
Other
Annual
Stock Option Compen-
Name2013 and Fiscal Salary Bonus Awards Awards sation
Principal Position Year (1) (2) (3) (4) (5) Total
- ------------------ ------ ------ ----- ------ ----- --------- --------
Gilles Trahan 2009 - - - - - -
Chief Executive
Officer(11-09 to
12-09)
Martin Baldwin 2009 - - - - - -
Secretary, Treasurer
and Chief Financial
Officer(11-0 to 12-09)
Debbie Barnum 2009 - - - - - -
Chief Executive 2008 - - - - - -
Officer (1-07 to 2007 - - - - - -
11-09)
Darrin Barnum 2009 - - - - - -
Secretary (1-07 to 2008 - - - - - -
11-09) 2007 - - - - - -
(1) The dollar value of base salary (cash and non-cash) received.
(2) The dollar value of bonus (cash and non-cash) received.
(3) During the periods covered by the table, the valueofficers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
Security Ownership of the Company's shares
issued as compensation for services to the persons listed in the table.
(4) The value of all stock options granted during the periods covered by the
table. (5) All other compensation received that the Company could not
properly report in any other column of the table.
See Item 10 of this report regarding changes in the Company's management.
The Company does not have employment agreements with any of its officers.
The following shows the amounts that the Company expects to pay to its
officer during the twelve-month period ending December 31, 2010,Certain Beneficial Owners and the time
its officer plans to devote to the Company's business. The Company does not have
employment agreements with any person.
9
Proposed Time to be Devoted to
Name Compensation Company's Business
Gilles Trahan $ 75,000 10
Martin Baldwin $ 75,000 10%
Long-Term Incentive Plans. The Company does not have any pension, stock
appreciation rights, long-term incentive or other plans and has no intention of
implementing any of these plans for the foreseeable future.
Employee Pension, Profit Sharing or other Retirement Plans. The Company
does not have a defined benefit, pension plan, profit sharing or other
retirement plan, although it may adopt one or more of such plans in the future.
Compensation of Directors. The Company's directors did not receive any
compensation for their services as directors during the fiscal year ended
December 31, 2009.
Stock Option and Bonus Plans
The Company has not adopted any stock option or stock bonus plans.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS
Management
The following table lists,sets forth, as of MarchDecember 31, 2010, those2013, the number of shares of Common Stock beneficially owned of record by executive officers, directors and persons owning
beneficiallywho hold 5% or more of the Company'soutstanding common stock of the numberCompany.
| Beneficial Owner | Amount of Stock Owned | % Ownership | ||||||
| Matthew Sacco 2173 Rochester Circle Oakville, Ontario L6M 5E3 Canada | 83,300,000 | 53.3 | % | |||||
| Luc C Duchesne 132 Leo Avenue Sault Ste Marie, Ontario P6A 3V7 Canada | 24,000,000 | (1) | 15.0 | % | ||||
| Others | 49,011,131 | 31.7 | % | |||||
| Total issued | 156,311,131 | 100 | % | |||||
____________
(1) Shares registered to 1776729 Ontario Corporation a company controlled by Dr. Duchesne, his wife and percentagehis son.
On April 19, 2012, the Company sold its gold rights from the Byers Brook and Shatter Lake claims of Nova Scotia for 75,000,000 restricted shares of Great Rock Development Corporation, a corporation where Dr. Luc Duchesne also acts as director. The shares of Great Rock Development Corporation were not received and the asset written down to zero as a result. Additionally, the Company entered into an agreement on April 22, 2013 to sell certain mineral rights to Great Rock Development Corporation in exchange for 2,000,000 restricted common shares. Great Rock Development Corporation is a publicly traded corporation with an address at 500 Gran Street, Sault Ste Marie, ON. Dr. Duchesne abstained to vote as director of both corporations. Dr. Duchesne’s interest in Great Rock Development Corporation is less than 1% of all outstanding shares owned by each directorof Great Rock Development Corporation.
21
During Fiscal Years 2013 and officer of2012, there were no other material transactions between the Company and by
all officersany Officer, Director or related party that has not been disclosed in footnote 5 to the financial statements. Additionally, there are no Officers, Directors or other related parties that since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
| - | The Officers and Directors; |
| - | Any person proposed as a nominee for election as a director; |
| - | Any other person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock; |
| - | Any relative or spouse of any of the foregoing persons who have the same house as such person. |
Any future transactions between us and directors as a group. Unless otherwise indicated, each owner
has sole votingour Officers, Directors, and investment powers over his sharesAffiliates will be on terms no less favorable to us than can be obtained from unaffiliated third parties. Such transactions with such persons will be subject to approval of common stock.
Name and Address Numberour Board of Shares Percent of Class
- ---------------- ---------------- ----------------
Gilles Trahan 3,500,000 26%
Sunsational
Old Fort Point
West Bay Street
Nassau, Bahamas
Martin Baldwin 3,500,000 26%
Lot #27
Love Beach
Nassau, Bahamas ________ ___
All officers and directors
as group (2 persons) 7,000,000 52%
========= ==
10
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
See Item 1 of this report.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Moore & Associates auditedDirectors.
During the Company's financial statements for the yearyears ended December 31, 2008. 2013 and 2012, the Company incurred auditing expenses of approximately $2,500 and $3,700 which includes bookkeeping and auditing services. There were no other audit related services or tax fees incurred.
22
PART IV
| (a) | The following documents have been filed as a part of this Annual Report on Form 10-K. |
| 1. | Financial Statements |
| Page | ||||
| Report of Independent Registered Public Accounting Firm | F-1 | |||
| Balance Sheets | F-2 | |||
| Statements of Operations | F-3 | |||
| Statements of Stockholders' Deficit | F-4 | |||
| Statements of Cash Flows | F-5 | |||
| Notes to Financial Statements | F-6 - F-11 | |||
| 2. | Financial Statement Schedules. |
All schedules are omitted because they are not applicable or not required or because the required information is included in the Financial Statements or the Notes thereto.
| 3. | Exhibits. |
The following table showsexhibits are filed as part of, or incorporated by reference into, this Annual Report:
| EXHIBIT NUMBER | DESCRIPTION | |
| 3.1 | Articles of Incorporation | |
| 3.2 | By-Laws | |
| 23.1 | Consent of Accountant | |
| 31.1 | 8650 SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER | |
| 32.1 | 4700 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION |
| 101.INS ** | XBRL Instance Document | |
| 101.SCH ** | XBRL Taxonomy Extension Schema Document | |
| 101.CAL ** | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF ** | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB ** | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE ** | XBRL Taxonomy Extension Presentation Linkbase Document |
__________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the aggregate fees billedSecurities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
23
SIGNATURES
Pursuant to the Company duringrequirements of Section 13 or 15(d) of the year ended Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NSU RESOURCES INC | |||
Date: May 12, 2014 | By: | /s/ Luc C. Duchesne | |
| Luc C. Duchesne | |||
| President | |||
| Chief Executive Officer | |||
| Chief Financial Officer | |||
| Chief Accounting Officer | |||
| Secretary, Director | |||
24
NSU RESOURCES INC.
(Formerly Bio-Carbon Solutions International, Inc.)
(A Development Stage Company)
Financial Statements
December 31, 2008 by Moore & Associates.
2008
Audit Fees $7,000
Audit-Related Fees --
2013 and 2012
25
NSU RESOURCES INC.
(Formerly Bio-Carbon Solutions International, Inc.)
(A Development Stage Company)
Financial Information Systems --
Design and Implementation Fees --
Tax Fees --
All Other Fees --
------
$7,000
De Joya Griffith & Company audited the Company's financial statements for
the year ended Statements
December 31, 20082013 and 2009. The following table shows2012
CONTENTS
| Page(s) | ||||
| Report of Independent Registered Accounting Firm | F-1 | |||
| Balance Sheets as of December 31, 2013 and 2012 | F-2 | |||
| Statements of Operations for the years ended December 31, 2013 and 2012 and the period of January 17, 2007 (Inception) to December 31, 2013 (unaudited) | F-3 | |||
| Statement of Changes in Stockholders’ Equity (Deficit) Cumulative to December 31, 2013 (unaudited) | F-4 | |||
| Statement of Cash Flows for the years ended December 31, 2013 and 2012 and the period of January 17, 2007 (Inception) to December 31, 2013 (unaudited) | F-5 | |||
| Notes to the Financial Statements | F-6 - F-11 | |||
26
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
aggregate fees billed to the Company during the year ended December 31, 2009 by
De Joya Griffith & Company.
2009
Audit Fees $7,000
Audit-Related Fees --
Financial Information Systems --
Design and Implementation Fees --
Tax Fees --
All Other Fees --
------
$7,000
Audit fees represent amounts billed for professional services rendered for
the audit of the Company's annual financial statements and the review of the
Company's interim financial statements. Before Moore & Associates and De Joya
Griffith & Associates was engaged by the Company to render these services, the
engagement was approved by the Company's Directors.
11
ITEM 15. EXHIBITS
Exhibit
Number Exhibit Name
3.1 Articles of Incorporation *
3.2 Bylaws *
10.1 Assignment of Contract Rights
31 Rule 13a-14(a) Certifications
32 Section 1350 Certifications
* Incorporated by reference to the same exhibit filed with the Company's
registration statement on Form SB-2 (File # 333-148546).
12
De Joya Griffith & Company, LLC
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Stockholders
Elemental Protective Coating Corporation
Toronto,
NSU Resources, Inc.
Ontario, Canada
We have audited the accompanying balance sheets of Elemental Protective Coating
Corp. (formerly DBL Senior Care,NSU Resources, Inc.) (A Development Stage Enterprise) as of December 31, 20092013 and 2008,2012 and the related statements of operations, stockholders' equity (deficit),stockholders’ deficit and cash flows for the years then ended and from
inception (January 17, 2007) to December 31, 2009.ended. These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on thethese financial statements based on our audit.
audits.
We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includesstatements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit providesaudits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Elemental Protective Coating
Corp. (formerly DBL Senior Care,NSU Resources, Inc.) (A Development Stage Enterprise) as of December 31, 20092013 and 2008,2012 and the results of theirits operations and cash flows for the years then ended and from inception (January 17, 2007) to December 31, 20092013 and 2012 in conformity with accounting principles generally accepted in the United States.
States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3(2) to the financial statements, the Company has suffered recurring losses from operations, whichand has a net capital deficiency. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3.(2). The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result fromshould the outcome of this uncertainty.
De Joya GriffithCompany be unable to continue as a going concern.
/s/ Pritchett, Siler & Company, LLC
/s/ De Joya GriffithHardy, P.C.
Pritchett, Siler & Company, LLC
Henderson, Nevada
April 8, 2010
Elemental 10-K Dec 09 Auditors Report 4-12-10
Elemental Protective Coating Corp.
(formerly DBL Senior Care,Hardy, P.C.
Salt Lake City, Utah 84111
March 27, 2014
F-1
| (Formerly BIO-CARBON SOLUTIONS INTERNATIONAL, INC.) | ||||||
| (A Development Stage Company) | ||||||
| Balance Sheets |
| December 31, | ||||||||
| 2013 | 2012 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Prepaid expenses | $ | 800 | $ | - | ||||
| Total current assets | 800 | - | ||||||
| Total assets | $ | 800 | $ | - | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 60,160 | $ | 57,795 | ||||
| Related party payables | 19,214 | 15,884 | ||||||
| Total current liabilities | 79,374 | 73,679 | ||||||
| Stockholders' deficit | ||||||||
| Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued or outstanding | - | - | ||||||
| Common stock, $0.001 par value; 275,000,000 shares authorized; 156,311,131 issued and outstanding at December 31, 2013 and 2012 | 156,311 | 156,311 | ||||||
| Additional paid in capital | 2,183,990 | 2,183,990 | ||||||
| Other comprehensive income | 24 | 24 | ||||||
| Deficit accumulated during the development stage | (2,418,899 | ) | (2,414,004 | ) | ||||
| Total stockholders' deficit | (78,574 | ) | (73,679 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 800 | $ | - | ||||
See accompanying notes to financial statements.
F-2
| (Formerly BIO-CARBON SOLUTIONS INTERNATIONAL, INC.) | |||||||||
| (A Development Stage Company) | |||||||||
| Statements of Operations |
Year ended December 31, | For the period from January 17, 2007 (inception) to December 31, | |||||||||||
| 2013 | 2012 | 2013 | ||||||||||
| (Unaudited) | ||||||||||||
| Revenue | $ | - | $ | 5,792 | $ | 5,792 | ||||||
| Operating expenses | ||||||||||||
| General and administrative | - | 4,571 | 10,570 | |||||||||
| Officer compensation | - | - | 159,006 | |||||||||
| Professional fees | 4,895 | 5,884 | 128,116 | |||||||||
| Total operating expenses | 4,895 | 10,455 | 297,692 | |||||||||
| Other income (expense) | ||||||||||||
| Other income | - | - | 41 | |||||||||
| Interest expense | - | (6 | ) | (40 | ) | |||||||
| Impairment loss | - | - | (2,127,000 | ) | ||||||||
| Total other income (expense) | - | (6 | ) | (2,126,999 | ) | |||||||
| Net loss applicable to common shareholders | $ | (4,895 | ) | $ | (4,669 | ) | $ | (2,418,899 | ) | |||
| Other comprehensive loss | ||||||||||||
| Foreign currency translation adjustment | - | - | 24 | |||||||||
| Total comprehensive loss | $ | (4,895 | ) | $ | (4,669 | ) | $ | (2,418,875 | ) | |||
| Basic and diluted loss per common share | $ | (0.00 | ) | $ | (0.00 | ) | ||||||
| Weighted average shares outstanding | 156,311,131 | 156,118,505 | ||||||||||
See accompanying notes to financial statements.
F-3
| (Formerly BIO-CARBON SOLUTIONS INTERNATIONAL, INC.) | ||||||||||||||||||||
| (A Development Stage Company) | ||||||||||||||||||||
| Statement of Changes in Stockholders' Equity (Deficit) | ||||||||||||||||||||
| Results of operations for the period of January 17, 2007 (inception) to December 31, 2011 are unaudited |
| Preferred Stock | Common Stock | Additional Paid-in | Other comprehensive income | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | (loss) | Deficit | Total | |||||||||||||||||||||||||
| Beginning balance | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||
| Common stock issued for cash | - | - | 5,555,556 | 5,556 | (556 | ) | - | - | 5,000 | |||||||||||||||||||||||
| Donated capital | - | - | - | - | 200 | - | - | 200 | ||||||||||||||||||||||||
| Common stock issued for cash | - | - | 700,000 | 700 | 30,800 | - | - | 31,500 | ||||||||||||||||||||||||
| Net loss, period ended December 31, 2007 | - | - | - | - | - | - | (7,507 | ) | (7,507 | ) | ||||||||||||||||||||||
| Balance, December 31, 2007 | - | - | 6,255,556 | 6,256 | 30,444 | - | (7,507 | ) | 29,193 | |||||||||||||||||||||||
| Net loss, year ended December 31, 2008 | - | - | - | - | - | - | (29,160 | ) | (29,160 | ) | ||||||||||||||||||||||
| Balance, December 31, 2008 | - | - | 6,255,556 | 6,256 | 30,444 | - | (36,667 | ) | 33 | |||||||||||||||||||||||
| Donated capital | - | - | - | - | 100 | - | - | 100 | ||||||||||||||||||||||||
| Repurchase of company stock and cancellation | - | - | (4,777,778 | ) | (4,778 | ) | 4,578 | - | - | (200 | ) | |||||||||||||||||||||
| Donated capital | - | - | - | - | 9,710 | - | - | 9,710 | ||||||||||||||||||||||||
| Net loss, year ended December 31, 2009 | - | - | - | - | - | - | (24,036 | ) | (24,036 | ) | ||||||||||||||||||||||
| Balance, December 31, 2009 | - | - | 1,477,778 | 1,478 | 44,832 | - | (60,703 | ) | (14,393 | ) | ||||||||||||||||||||||
| Common stock issued for intangible asset | - | - | 23,333,333 | 23,333 | 2,076,667 | - | - | 2,100,000 | ||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | (411 | ) | - | (411 | ) | ||||||||||||||||||||||
| Net loss, year ended December 31, 2010 | - | - | - | - | - | - | (2,264,478 | ) | (2,264,478 | ) | ||||||||||||||||||||||
| Balance, December 31, 2010 | - | - | 24,811,111 | 24,811 | 2,121,499 | (411 | ) | (2,325,181 | ) | (179,282 | ) | |||||||||||||||||||||
| Common stock issued for prepaid expense | - | - | 24,000,000 | 24,000 | (7,000 | ) | - | - | 17,000 | |||||||||||||||||||||||
| Common stock issued for settlement of debt | - | - | 6,000,000 | 6,000 | 140,991 | - | - | 146,991 | ||||||||||||||||||||||||
| Common stock issued for land purchase | - | - | 100,000,000 | 100,000 | (90,000 | ) | - | - | 10,000 | |||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | 435 | - | 435 | ||||||||||||||||||||||||
| Net loss, year ended December 31, 2011 | - | - | - | - | - | - | (84,154 | ) | (84,154 | ) | ||||||||||||||||||||||
| Balance, December 31, 2011 | - | - | 154,811,111 | 154,811 | 2,165,490 | 24 | (2,409,335 | ) | (89,010 | ) | ||||||||||||||||||||||
| Common stock issued for settlement of wages payable | - | - | 1,500,020 | 1,500 | 18,500 | - | - | 20,000 | ||||||||||||||||||||||||
| Net loss, year ended December 31, 2012 | - | - | - | - | - | - | (4,669 | ) | (4,669 | ) | ||||||||||||||||||||||
| Balance, December 31, 2012 | - | - | 156,311,131 | 156,311 | 2,183,990 | 24 | (2,414,004 | ) | (73,679 | ) | ||||||||||||||||||||||
| Net loss, year ended December 31, 2013 | - | - | - | - | - | - | (4,895 | ) | (4,895 | ) | ||||||||||||||||||||||
| Balance, December 31, 2013 | - | $ | - | 156,311,131 | $ | 156,311 | $ | 2,183,990 | $ | 24 | $ | (2,418,899 | ) | $ | (78,574 | ) | ||||||||||||||||
See accompanying notes to financial statements.
F-4
| (Formerly BIO-CARBON SOLUTIONS INTERNATIONAL, INC.) | ||||||||||
| (A Development Stage Company) | ||||||||||
| Statements of Cash Flows |
Year ended December 31, | For the period from January 17, 2007 (inception) to December 31, | |||||||||||
| 2013 | 2012 | 2013 | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Cash flows from operating activities | ||||||||||||
| Net income (loss) | $ | (4,895 | ) | $ | (4,669 | ) | $ | (2,418,899 | ) | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities | ||||||||||||
| Impairment loss | - | - | 2,127,000 | |||||||||
| Common stock issued for services | - | - | 140,000 | |||||||||
| Prepaid expense | (800 | ) | - | (800 | ) | |||||||
| Changes in operating assets and liabilities | ||||||||||||
| Accounts payable and accrued liabilities | 2,365 | (6,898 | ) | 85,141 | ||||||||
| Net cash provided by (used in) operating activities | (3,330 | ) | (11,567 | ) | (67,558 | ) | ||||||
| Net cash used in investing activities | - | - | - | |||||||||
| Cash flows from financing activities | ||||||||||||
| Proceeds from related party loans | 3,330 | 17,359 | 27,016 | |||||||||
| Repayments of related party loans | - | (5,792 | ) | (5,792 | ) | |||||||
| Contributed capital | - | - | 10,010 | |||||||||
| Proceeds from sale of stock | - | - | 36,500 | |||||||||
| Payment on cancelled shares | - | - | (200 | ) | ||||||||
| Net cash provided by financing activities | 3,330 | 11,567 | 67,534 | |||||||||
| Effect of exchange rate on cash | - | - | 24 | |||||||||
| (Decrease) increase in cash | - | - | - | |||||||||
| Cash at beginning of period | - | - | - | |||||||||
| Cash at end of period | $ | - | $ | - | $ | - | ||||||
| Non-Cash Investing Activities | ||||||||||||
| Common stock issued for settlement of related party loan and wages payable | $ | - | $ | 20,000 | $ | 166,991 | ||||||
| Common stock issued for prepaid expense | $ | - | $ | - | $ | 17,000 | ||||||
| Common stock issued for purchase of intangible asset | $ | - | $ | - | $ | 2,100,000 | ||||||
| Common stock issued for asset acquisition | $ | - | $ | - | $ | 10,000 | ||||||
See accompanying notes to financial statements.
F-5
NSU RESOURCES INC
(Formerly Bio-carbon Solutions International, Inc.)
(a
(A Development Stage Company)
Balance Sheets
Notes to Financial Statements
December 31, --------------------------------
2009 2008
--------------- ---------------
Assets
Current assets:
Cash $ 37 $ 33
---------- ----------
Total current assets 37 33
---------- ----------
Intangible asset- net 4,970,833 --
---------- ----------
Total assets $4,970,870 $ 33
========== ==========
Liabilities2013 and Stockholders' Equity
(Deficit)
Current liabilities:
Accounts payable $ 8,430 $ -
Notes payable 6,000 -
---------- ----------
Total current liabilities 14,430 -
---------- ----------
Long term liabilities:
Accrued interest-related party 34,521 -
Convertible note payable- related party 5,000,000 -
---------- ----------
Total long term liabilities 5,034,521 -
---------- ----------
Total liabilities 5,048,951 -
---------- ----------
Stockholders' equity (deficit)
Preferred stock, $0.001 par value,
5,000,000 shares authorized, no shares
issued and outstanding - -
Common stock, $0.001 par value,
70,000,000 shares authorized, 13,300,000
and 56,300,000 shares issued and outstanding
as2012
Results of 12/31/2009 and 12/31/2008, respectively 13,300 56,300
Additional paid-in capital 78,010 25,400
Deficit accumulated during development
stage (169,391) (81,667)
---------- ----------
Total stockholders' equity (deficit) (78,081) 33
---------- ----------
Total liabilities and stockholders' equity
(deficit) $4,970,870 $ 33
========== ==========
The accompanying notes are an integral partoperations for the period of these financial statements.
2
Elemental Protective Coating Corp.
(formerly DBL Senior Care, Inc.)
(a Development Stage Company)
Statements of Operations
Inception
For the years ended (JanuaryJanuary 17, 2007)
December 31,2007 (inception) to December 31, 2009
------------------ --------------------
2009 2008
---- ----
Revenue $ - $ - $ -
-------- ------- ----------
Expenses:
General and administrative
expenses 2,946 1,656 10,494
Amortization expense 29,167 - 29,167
Professional fees 21,090 27,504 50,250
-------- ------- ----------
Total expenses 53,203 29,160 89,911
-------- ------- ----------
Other income (expense):
Other income - - 41
Interest expense (34,521) - (34,521)
-------- ------- ----------
Total other expenses (34,521) - (34,480)
-------- ------- ----------
Net loss $(87,724) $(29,160) $ (124,391)
======== ======== ==========
Weighted average number of
common shares outstanding -
basic 51,338,462 56,300,000
========== ==========
Net loss per common share -
basic $ (0.00) $ (0.00)
========== ==========
The accompanying notes2011 are an integral part of these financial statements.
3
Elemental Protective Coating Corp.
(formerly DBL Senior Care, Inc.)
(a Development Stage Company)
Statement of Stockholders' Equity (Deficit)
Deficit
Accumu-
lated
during Total
the Stock-
Additional Develop- holders'
Common Stock Paid-in ment Equity
Shares Amount Capital Stage (Deficit)
------ ------ ---------- -------- ---------
January 17, 2007
Subscriptions
receivable $0.001
per share 50,000,000 $ 50,000 $ - $ (45,000) 5,000
July 30, 2007
Donated capital - - 200 - 200
August 6, 2007
Private placement
$0.05 per share 6,300,000 6,300 25,200 - 31,500
Net loss - - - (7,507) (7,507)
----------- --------- --------- --------- -------
Balance, December 31,
2007 56,300,000 56,300 25,400 (52,507) 29,193
----------- --------- --------- --------- -------
Net loss - - - (29,160) (29,160)
----------- --------- --------- --------- -------
Balance, December 31,
2008 56,300,000 56,300 25,400 (81,667) 33
----------- --------- --------- --------- -------
April 14, 2009
Donated capital - - 100 - 100
November 19, 2009
Repurchase of company
stock and
cancellation (43,000,000) (43,000) 42,800 - (200)
December 31, 2009
Donated capital - - 9,710 - 9,710
Net loss - - - (87,724) (87,724)
----------- --------- --------- --------- -------
Balance, December 31,
2009 13,300,000 $ 13,300 $ 78,010 $(169,391) $(78,081)
=========== ========= ========== ========= ========
The accompanying notes are an integral part of these financial statements.
4
Elemental Protective Coating Corp.
(formerly DBL Senior Care, Inc.)
(a Development Stage Company)
Statements of Cash Flows
Inception
For the years ended (January 17, 2007)
December 31, to December 31, 2009
------------------ --------------------
2009 2008
---- ----
Operating activities
Net loss $ (87,724) $ (29,160) $ (124,391)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Amortization 29,167 - 29,167
Changes in operating assets
and liabilities:
Increase in accounts
payable 8,430 - 8,430
Increase in accrued interest 34,521 - 34,521
--------- --------- -----------
Net cash (used) by operating
activities (15,606) (29,160) (52,273)
--------- --------- -----------
Financing activities
Donated capital 9,810 - 10,010
Issuances of common stock - - 36,500
Payment on cancelled shares (200) - (200)
Proceeds from notes payable 6,000 - 6,000
--------- --------- -----------
Net cash provided by financing
activities 15,610 - 52,310
--------- --------- -----------
Net increase (decrease) in cash 4 (29,160) 37
Cash - beginning 33 29,193 -
--------- --------- -----------
Cash - ending $ 37 $ 33 $ 37
========= ========= ===========
Supplemental disclosures:
Acquisition of license agreement
through
through debt financing $5,000,000 $ - $ 5,000,000
========== ========= ===========
Income taxes paid $ - $ - $ -
========== ========= ===========
The accompanying notes are an integral part of these financial statements.
5
Elemental Protective Coating Corp.
(formerly DBL Senior Care, Inc)
(a Development Stage Company)
Notes to the Financial Statements
unaudited
Note 1 - History and organizationNature of the company
Business
The Company was organized January 17, 2007 (Date of Inception) under the laws of the State of Nevada, as DBL Senior Care, Inc. The Company is authorizedsubsequently changed its name on December 11, 2009 to issue
upElemental Protective Coatings Corp, subsequently changed its name on January 27, 2011 to 70,000,000 shares of its $0.001 parBio-Carbon Solutions International, Inc., and more recently to NSU Resources Inc on October 31, 2011. The Company provides specialized advisory and value common stock and 5,000,000
shares of its $0.001 par value preferred stock.chain management services to those wishing to participate in the carbon development market, especially in the mining sector. The Company has limited operations and in accordance with FASB ASC 915-10, "Development Stage Entities," the Company is considered a development stage company.
On December 11, 2009, the Company amended its articles of incorporation to
change its name from DBL Senior Care, Inc. to Elemental Protective Coatings
Corp.
The former business of the Company was to provide personal care services to elderly, handicappedphysically disabled or other home-bound individuals suffering infirmity. During the year ended December 31, 2009, the board of directors changed the Company's focus toward the manufacture and sale of fire retardant products. Currently, the Company focuses on the licensing of certain technologies related to rare earth minerals mining.
Note 2 - Significant Accounting policies and procedures
Year end
The Company has adopted December 31 as its fiscal year end.
Basis of Presentation
The financial statements present the balance sheet, statement of operations,
stockholder's equity (deficit) and cash flows of the Company. The financial
statements of the Company have been prepared in accordance with generally
accepted accounting principles in the United States of America.
Use of estimates
Policies
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenuerevenues and expenses during the reporting period. Actual results could differ from those estimates.
The Company maintains a cash balance in a non-interest-bearing account that
currently does not exceed federally insured limits.
Cash
For the purposeStatements of the
statements of cash flows,Cash Flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2009 and 2008.
6
Note 2 - Accounting policies and procedures (continued)
Concentrations2013 or 2012.
Income taxes
Income taxes are provided for using the liability method of Risks: Cash Balances
The Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC). This government corporation insured balances up to
$100,000 through October 13, 2008. As of October 14, 2008 all non-interest
bearing transaction deposit accounts at an FDIC-insured institution, including
all personal and business checking deposit accounts that do not earn interest,
are fully insured for the entire amount in the deposit account. This unlimited
insurance coverage is temporary and will remain in effect for participating
institutions until December 31, 2009.
All other deposit accounts at FDIC-insured institutions are insured up to at
least $250,000 per depositor until December 31, 2009. On January 1, 2010, FDIC
deposit insurance for all deposit accounts, except for certain retirement
accounts, will return to at least $100,000 per depositor. Insurance coverage for
certain retirement accounts, which include all IRA deposit accounts, will remain
at $250,000 per depositor.
Revenue recognition
The Company recognizes revenue and gains when earned and related costs of sales
and expenses when incurred.
Loss per share
Net loss per share is providedaccounting in accordance with FASB ASC 260-10, "Earnings per
Share"Topic 740 (formally SFAS No. 109 “Accounting for Income Taxes”). Basic loss per shareA deferred tax asset or liability is computed by dividing losses available to common
stockholders byrecorded for all temporary differences between financial and tax reporting. Temporary differences are the weighted average number of common shares outstanding during
the period. Diluted income (loss) per share gives effect to all dilutive
potential common shares outstanding during the period. Dilutive loss per share
excludes all potential common shares if their effect is anti-dilutive. The
Company had no dilutive common stock equivalents, such as stock options or
warrants as of December 31, 2009 and 2008.
Advertising costs
The Company expenses all costs of advertising as incurred. There were no
advertising costs included in selling, general and administrative expenses at
December 31, 2009 and 2008.
Impairment of long-lived assets
The Company follows the provisions of FASB ASC 360-10 "Property, Plant and
Equipment". Management regularly reviews property, equipment, intangibles and
other long-lived assets for possible impairment. This review occurs annually, on
December 31, or more frequently if events or changes in circumstances indicate
the carrying amount of the asset may not be recoverable. The Company amortizes
its intangible assets with definite lives over their estimated useful lives and
reviews these assets for impairment. The Company will amortize its acquired
intangible assets with definite lives over a period of twenty years.
7
Note 2 - Accounting policies and procedures (continued)
If there is indication of impairment, then management prepares an estimate of
future cash flows expected to result from the use of the asset and its eventual
disposition. If these cash flows are less than the carrying amount of the asset,
an impairment loss is recognized to write down the asset to its estimated fair
value. Management believes that the accounting estimate related to impairment of
its property and equipment, is a "critical accounting estimate" because: (1) it
is highly susceptible to change from period to period because it requires
management to estimate fair value, which is based on assumptions about cash
flows and discount rates; and (2) the impact that recognizing an impairment
would have on the assets reported on our balance sheet, as well as net income,
could be material. Management's assumptions about cash flows and discount rates
require significant judgment because the Company has no historical information
upon which to rely upon to estimate future or ongoing revenues and expenses. The
Company did not incur any impairment expense during the years ended December 31,
2009 and 2008.
Contingencies
The Company is not currently a party to any pending or threatened legal
proceedings. Based on information currently available, management is not aware
of any matters that would have a material adverse effect on the Company's
financial condition, results of operations or cash flows.
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2009 and
2008. The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values. Fair values were assumed to
approximate carrying values for cash and payables because they are short term in
nature and their carrying amounts approximate fair values or they are payable on
demand.
Income Taxes
The Company follows FASB ASC 740-10, "Income Taxes" for recording the provision
for income taxes. Deferred tax assets and liabilities are computed based upon
the differencedifferences between the financial statement and income tax basisreported amounts of assets and liabilities using the enacted marginaland their tax rate applicablebasis. Deferred tax assets are reduced by a valuation allowance when, the related
asset or liability is expected to be realized or settled. Deferred income tax
expenses or benefits are based on the changes in the asset or liability each
period. If available evidence suggests thatopinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation
allowance is required to reduce the deferredrealized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
F-6
NSU RESOURCES INC
(Formerly Bio-carbon Solutions International, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013 and 2012
Results of operations for the amountperiod of January 17, 2007 (inception) to December 31, 2011 are unaudited
Note 2 - Significant Accounting Policies (continued)
Revenue Recognition
Revenue is recognized when persuasive evidence of an agreement exists, the price is fixed or determinable, goods are delivered or services performed and collectability is reasonably assured. The Company generated revenues of $0 and $5,792 during the years ended December 31, 2013 and 2012.
Share Based Expenses
The Company complies with FASB ASC Topic 718 Compensation—Stock Compensation, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that is more likely than notbased on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 primarily focuses on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement requires a public entity to be realized. Future changesexpense the cost of employee services received in such valuation allowance
are included inexchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted FASB ASC Topic 718 upon formation of the provision for deferred income taxesCompany and expenses share based costs in the period of change.
8
Note 2 - Accounting policies and procedures (continued)
Income Taxes (continued)
Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an
asset or liability are classified as current or non-current depending on the
periods in which the temporary differences are expected to reverse.
The Company does not anticipate any significant changes to its total
unrecognized tax benefits with the next twelve months.
General and administrative expenses
The significant components of general and administrative expenses consist of
outside services, office supplies, postage, and bank service fees.
Dividends
The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid or declared since inception. For the foreseeable
future, the Company intends to retain any earnings to finance the development
and expansion of its business and it does not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including the Company's financial condition and results of
operations, capital requirements, contractual restrictions, business prospects
and other factors that the board of directors considers relevant.
Recent pronouncements
In June 2009, the Financial Accounting Standards Board ("FASB") issued FASB ASC
105-10, "Generally Accepted Accounting Principles." FASB ASC 105-10 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. FASB ASC 105-10 will be effective for
financial statements issued for reporting periods that end after September 15,
2009.
In June 2009, the Financial Accounting Standards Board ("FASB") issued FASB ASC
810-10, "Consolidation". The amendments include: (1) the elimination of the
exemption for qualifying special purpose entities, (2) a new approach for
determining who should consolidate a variable-interest entity, and (3) changes
to when it is necessary to reassess who should consolidate a variable-interest
entity. SFAS 167 is effective for the first annual reporting period beginning
after November 15, 2009 and for interim periods within that first annual
reporting period. The Company will adopt FASB ASC 810-10 in fiscal 2010. The
Company does not expect that the adoption of FASB ASC 810-10 will have a
material impact on the financial statements.
9
Note 2 - Accounting policies and procedures (continued)
In June 2009, the Financial Accounting Standards Board ("FASB") issued FASB ASC
860-10, "Transfers of and Servicing", which eliminates the concept of a
"qualifying special-purpose entity," changes the requirements for derecognizing
financial assets, and requires additional disclosures in order to enhance
information reported to users of financial statements by providing greater
transparency about transfers of financial assets, including securitization
transactions, and an entity's continuing involvement in and exposure to the
risks related to transferred financial assets. FASB ASC 860-10 is effective for
fiscal years beginning after November 15, 2009. The Company will adopt FASB ASC
860-10 in fiscal 2010. The Company does not expect that the adoption of FASB ASC
860-10 will have a material impact on the financial statements.
In June 2009, the Financial Accounting Standards Board ("FASB") issued FASB ASC
855-10 "Subsequent Events," FASB ASC 855-10 establishes general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. FASB
ASC 855-10 applies to both interim financial statements and annual financial
statements. FASB ASC 855-10 was effective for interim or annual financial
periods ending after June 15, 2009. FASB ASC 855-10 did not have a material
impact on our financial statements.
Note 3 - incurred.
Going concern
The Company'sCompany’s financial statements are prepared usingin accordance with generally accepted accounting principles in the United States of America applicable to a going concern whichconcern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. TheCurrently, the Company has not yet
established an ongoingno cash and no material assets, nor does it have operations or a source of revenuesrevenue sufficient to cover its operatingoperation costs and allow it to continue as a going concern. The Company had an
accumulated deficitwill be dependent upon the raising of $169,391 asadditional capital through placement of December 31, 2009. The ability of the
Company to continue as a going concern is dependent on the Company obtaining
adequate capital to fund operating losses until it becomes profitable. If the
Company is unable to obtain adequate capital, it could be forced to cease
operations.
Inour common stock in order to continue as a going concern, the Company will need, among other
things, additional capital resources. The Company is contemplating conductingimplement its business plan, or merge with an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to
attempt, to secure equity and/or debt financing.company. There arecan be no assurancesassurance that the Company will be successful and without sufficient financing it would be
unlikely for the Companyin either situation in order to continue as a going concern. The abilityofficers and directors have committed to advancing certain operating costs of the Company.
F-7
NSU RESOURCES INC
(Formerly Bio-carbon Solutions International, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013 and 2012
Results of operations for the period of January 17, 2007 (inception) to December 31, 2011 are unaudited
Note 2 - Significant Accounting Policies (continued)
Valuation of Investments in Securities and Securities at fair value – Definition and Hierarchy
FASB ASC 820-10-15 defines fair value, thereby eliminating inconsistencies in guidance found in various prior accounting pronouncements, and increases disclosures surrounding fair value calculations. FASB ASC 820-10-15 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:
Level 1 – unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company at the measurement date.
Level 2 – inputs that are observable in the marketplace other than those inputs classified as Level 1
Level 3 – inputs that are unobservable in the marketplace and significant to the valuation
The Company has no assets or liabilities that are required to be carried at fair value. Accounts payable and related party payables have fair values that approximate the carrying value due to the short term nature of these instruments.
Recent Accounting Pronouncements
The Company has reviewed recently updated accounting standards in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these standards will have a significant effect on its consolidated financial statements.
Net loss per common share
Net loss per share is calculated in accordance with FASB ASC Topic 260 (formerly SFAS No. 128, Earnings Per Share). The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during the periods presented. The Comopany as no common stock equivalents as of December 31, 2013 or 2012, respectively.
F-8
NSU RESOURCES INC
(Formerly Bio-carbon Solutions International, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013 and 2012
Results of operations for the period of January 17, 2007 (inception) to December 31, 2011 are unaudited
Note 3 - Stockholders’ Equity
Common stock
The authorized common stock of the Company to continue asconsists of 275,000,000 shares with a going concern is dependent upon its
ability to successfully accomplishpar value of $0.001. The authorized preferred stock of the plans described in the preceding
paragraph and eventually secure other sourcesCompany consists of financing and attain profitable
operations. These financial statements do not include any adjustments relating
to the recoverability and classification5,000,000 shares with a par value of recorded asset amounts, or amounts
and classification of liabilities that might result from this uncertainty.
10
Note 4 - Reclassification: Stock Split Adjustment
Certain reclassifications have been made in the current year's financial
statements.
$0.001.
Share Issuances
On July 7, 2009, the Board of Directors authorized and a majority of the stockholders of the Company ratified a forward stock split on a ten-for-one basis, resulting in a total of ten post-split shares for each pre-split share that was outstanding as of July 24, 2009. All references to share and per share information in the condensed financial statements and related notes have been adjusted to reflect the stock split on a retroactive basis. (See Note 7 for more
information regarding the stock split).
Note 5 - Intangible Assets
The Company amortizes its acquired intangible assets with definite lives over a
period of 20 years. The following table summarizes the components of gross and
net intangible asset balances as of December 31, 2009 and 2008:
On November 19, 2009, the Company entered into an Assignment of Contract Rights
with MSE Enviro-Tech Corp., a related party, whereby the Company obtained
certain exclusive and non-exclusive rights pertaining to various products and
technologies. As of December 31, 2009, the Company did not conduct an impairment
evaluation on the newly acquired asset. Being the recentness of the transaction,
the Company is still evaluating the economic life of the asset. The Company
intends to review the carrying amount of the intangible asset on December 31,
2010, or sooner if circumstances warrant.
11
Note 6 - Income taxes
For the years ended December 31, 2009 and 2008, the Company incurred net
operating losses and, accordingly, no provision for income taxes has been
recorded. In addition, no benefit for income taxes has been recorded due to the
uncertainty of the realization of any tax assets. At December 31, 2009 and 2008,
the Company had approximately $169,391 and $81,667 of federal and state net
operating losses. The net operating loss carryforwards, if not utilized, will
begin to expire in 2027. The provision for income taxes consisted of the
following components for the year ended December 31:
Components of net deferred tax assets, including a valuation allowance, are as
follows at December 31:
December 31,
2009 2008
-------------------------
Deferred tax assets:
Net operating loss carryforwards 59,287 28,583
Valuation allowance (59,287) (28,583)
------- -------
Total deferred tax asse $ -0- $ -0-
======== =======
The valuation allowance for deferred tax assets as of December 31, 2009 and 2008
was $59,287 and $28,583, respectively. In assessing the recovery of the deferred
tax assets, management considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future
taxable income in the periods in which those temporary differences become
deductible. Management considers the scheduled reversals of future deferred tax
liabilities, projected future taxable income, and tax planning strategies in
making this assessment. As a result, management determined it was more likely
than not the deferred tax assets would not be realized as of December 31, 2009
and 2008, and recorded a full valuation allowance.
Reconciliation between the statutory rate and the effective tax rate is as
follows at December 31, 2009:
2009 & 2008
Federal statutory tax rate (35.0)%
Permanent difference and other 35.0 %
12
Note 7 - Debt obligations
On February 22, 2009 and March 15, 2009, the Company issued two notes payable of
$2,500 and $3,500, respectively, for an aggregate amount of $6,000. The notes
were issued to one non-affiliated entity, bear no interest, and are due on
demand. As of December 31, 2009, the balance due is $6,000.
During the year ended December 31, 2009, the Company issued a note payable in
the aggregate amount of $540 from one non-affiliated entity. The note bears no
interest and was due on demand. On December 31, 2009, the note holder forgave
the entire amount payable; thus as of December 31, 2009, $0 was due on these
notes.
Through the year ended December 31, 2009, the Company issued a note payable to
one non-affiliated person in the aggregate amount of $9,170. The note bears no
interest and was due on demand. On December 31, 2009, the note holder forgave
the entire balance owed; thus as of December 31, 2009, $0 was due on these
notes.
On November 19, 2009, the Company issued a Convertible Promissory Note in the
principal amount of $5,000,000 a related party entity, in exchange for the
assignment of certain contractual rights with the note holder. The principal
amount and interest accrued are due on November 16, 2011, bears an interest rate
of 6% per annum and contains no prepayment penalty. The note holder may convert
any portion of the unpaid principal balance, and interest accrued thereupon at
the time of such conversion, into shares of common stock at the rate of $0.25
per share. The Company believes the fair market value for its common stock is
$0.25 per share, and thus there exists no beneficial conversion feature on the
note. (See Note 10 for more information concerning the Assignment).
Note 8 - Stockholders' equity (deficit)
The Company is authorized to issue 70,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.
On July 7, 2009, the Board of Directors authorized and a majority of the
stockholders of the Company ratified a forward stock split on a ten-for-one
basis, resulting in a total of ten post-split shares for each pre-split share
that was outstanding as of July 24, 2009. All references to share and per share
information in the condensed financial statements and related notes have been
adjusted to reflect the stock split on a retroactive basis.
On January 17, 2007, the Company issued 50,000,0005,555,556 shares of its par value common stock as founders' shares to two officers and directors in exchange for a subscription receivable in the amount of $5,000. The subscription receivable was satisfied on February 2, 2007, with a cash payment of $5,000.
13
Note 8 - Stockholders' equity (deficit) (continued)
On July 30, 2007, an officer and director of the Company donated cash in the
amount of $200. The entire amount was donated, is not expected to be repaid and
is considered to be additional paid-in capital.
On August 6, 2007, the Company issued an aggregate of 6,300,000700,000 shares of its $0.001 par value common stock for total cash of $31,500 in a private placement pursuant to Regulation D, Rule 505, of the Securities Act of 1933, as amended.
On April 14, 2009, an officer and director of the Company donated cash in the
amount of $100. The entire amount was donated, is not expected to be repaid and
is considered to be additional paid-in capital.
On November 19, 2009, the Company repurchased and cancelled 43,000,0004,777,778 shares of its common stock from two of its founding shareholders.
On December 31, 2009, a non-affiliated entity forgave the entire balance of a
note payable in the amount of $540. The forgiven amount is considered to be
additional paid-in capital.
On December 31, 2009, a non-affiliated individual forgave the entire balance of
a note payable in the amount of $9,170. The forgiven amount is considered to be
additional paid-in capital.
As of December 31, 2009, there have been no other issuances of common stock.
Note 9 - Warrants and options
As of December 31, 2009 and 2008, there were no warrants or options outstanding
to acquire any additional shares of common stock.
Note 10 - Commitments and contingencies
On November 19, 2009, the Company entered into an Assignment of Contract Rights
with MSE Enviro-Tech Corp., a related party, whereby the Company obtained
certain exclusive and non-exclusive rights to manufacture, sell, share, license
or otherwise distribute the products and technologies pertaining to various fire
extinguishing and inhibiting products. In exchange,8, 2010, the Company issued a
convertible note payable in the principal amount of $5,000,000. The principal
amount and interest accrued have a maturity date of November 16, 2011, bears an
interest rate of 6% per annum and contains no prepayment penalty. The note
holder may convert any portion of the unpaid principal balance, and interest
accrued thereupon at the time of such conversion, into shares of common stock at
the rate of $0.25 per share. The Company believes the fair market value for its
common stock is $0.25 per share, and thus there exists no beneficial conversion
feature on the note.
14
Note 11 - Related party transactions
On January 17, 2007, the Company issued 50,000,000 shares of its par value
common stock as founders' shares to two officers and directors in exchange for a
subscription receivable in the amount of $5,000. The subscription receivable was
satisfied on February 2, 2007, with a cash payment of $5,000.
On July 30, 2007, an officer and director of the Company donated cash in the
amount of $200. The entire amount was donated, is not expected to be repaid and
is considered to be additional paid-in capital.
On April 14, 2009, an officer and director of the Company donated cash in the
amount of $100. The entire amount was donated, is not expected to be repaid and
is considered to be additional paid-in capital.
On November 19, 2009, the Company repurchased and cancelled 43,000,00023,333,333 shares of its common stock from two of its founding shareholders.
On November 19, 2009,to purchase software technology valued at $2,100,000.
During the Company entered into an Assignment of Contract Rights
with MSE Enviro-Tech Corp., a related party, whereby the Company obtained
certain exclusive and non-exclusive rights to manufacture, sell, share, license
or otherwise distribute the products and technologies pertaining to various fire
extinguishing and inhibiting products. In exchange,year ending December 31, 2011, the Company issued a convertible note payable in the principal amounttotal of $5,000,000. The note has a
maturity date of November 16, 2011, bears an interest rate of 6% per annum and
contains no prepayment penalty. The note holder may convert any portion of the
unpaid principal balance, and interest accrued thereupon at the time of such
conversion, into6,000,000 shares of common stock at the rate of $0.25 per share. The
Company believes the fair market value for its common stock in settlement of wages and loans payable to its former directors for total consideration of $146,991.
During the year ending December 31, 2011, the Company issued a total of 24,000,000 shares of its common stock valued at $17,000 as a prepayment for future royalties.
During the year ending December 31, 2011, the Company issued a total of 100,000,000 shares of its common stock valued at $10,000 as a purchase for gold rights.
During the year ending December 31, 2012, the Company issued a total of 1,500,000 shares of its common stock valued at $20,000 as settlement of wages payable to Mr. John Wilkes.
There were 156,311,131 common shares issued and outstanding at December 31, 2013 and 2012, respectively.
There have been no issuances of preferred stock since inception.
F-9
NSU RESOURCES INC
(Formerly Bio-carbon Solutions International, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013 and 2012
Results of operations for the period of January 17, 2007 (inception) to December 31, 2013 are unaudited
Note 4 - Income Taxes
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Pursuant to FASB ASC Topic 740, when it is $0.25 per share,
and thus there exists no beneficial conversion featuremore likely than not that a tax asset cannot be realized through future income, the Company must provide an allowance for this future tax benefit. We provided a full valuation allowance on the note.net deferred tax asset, consisting of net operating loss carry-forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry-forward period.
The sources and tax effects of the temporary differences for the periods presented are as follows:
| December 31, 2013 | December 31, 2012 | |||||||
| Net operating loss carry forward | $ | 291,899 | $ | 287,004 | ||||
| Applicable Canadian Federal and Provincial tax rates | 26.5 | % | 26.5 | % | ||||
| Deferred tax asset | 77,353 | 76,056 | ||||||
| Valuation allowance | (77,353 | ) | (76,056 | ) | ||||
| Net deferred tax asset | $ | - | $ | - | ||||
This represents an increase in the net operating loss carry forward of $4,895 and $4,669 for the years ended December 31, 2013 and 2012. A reconciliation of income taxes computed at the United States federal statutory rate of 35% to the income tax recorded is as follows:
| December 31, 2013 | December 31, 2012 | |||||||
| Tax at United States Federal statutory rate (35%) | $ | 1,713 | $ | 1,634 | ||||
| Differences in U.S. and Canadian tax rates on provision | (416 | ) | (397 | ) | ||||
| Increase in valuation allowance | (1,297 | ) | (1,237 | ) | ||||
| Net deferred tax asset | $ | - | $ | - | ||||
F-10
NSU RESOURCES INC
(Formerly Bio-carbon Solutions International, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013 and 2012
Results of operations for the period of January 17, 2007 (inception) to December 31, 2013 are unaudited
This represents an increase in the valuation allowance of $1,297 and $1,237 for the years ended December 31, 2013 and 2012. The Company doesdid not leasepay any income taxes during the years ended December 31, 2013 or rent any property. Office services2012, or since inception.
The net federal operating loss carry forward will begin to expire in 2026. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
Note 5 - Related Party Transactions
During the years ended December 31, 2013 and 2012, the Company received loans from its officers totaling $3,330 and $17,359 to fund operations. These loans are provided
without charge by an officernon-interest bearing, are due on demand and director of the Company. Such costs areas such included in current liabilities. Imputed interest has been considered, but determined to be immaterial to the financial statements and, accordingly, have not been reflected
therein. The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities. Ifas a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
15
whole.
Note 12 -Subsequent6 - Subsequent Events
The Company has evaluated subsequent events through April 8, 2010, the date which the financial statements were availableof this filing and determined there are no material events to be issued. The Company has
determined that there were no such events that warrant disclosure or recognition
in the financial statements.
16
SIGNATURES
In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 30th day of March 2010.
ELEMENTAL PROTECTIVE COATINGS CORP.
By:/s/ Gilles Trahan
------------------------------------
Gilles Trahan, President and Principal
Executive Officer
By: /s/ Martin Baldwin
------------------------------------
Martin Baldwin, Principal Financial and
Accounting Officer
Pursuant to the requirements of the Securities Act of l934, this Report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Title Date
/s/ Gilles Trahan
- ------------------------
Gilles Trahan Director March 30, 2010
/s/ Martin Baldwin
- ------------------------
Martin Baldwin Director March 30, 2010
ELEMENTAL PROTECTIVE COATINGS CORP.
REPORT ON FORM 10-K
EXHIBITS
disclose.
F-11