UNITED STATES FORM 10-QSB | ||
T | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended June 30, 2007 | ||
£ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to | ||
NORDIC NICKEL LTD. | ||
Nevada | 88-0455809 | |
Suite 300, 1055 West Hastings Street, Vancouver, | ||
(604) 609-6180
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes T No £ State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Transitional Small Business Disclosure Format (check one). Yes £ No T | ||
__________
Quarterly Report on Form 10-QSB
For the Quarterly Period Ended June 30, 2007
This Form 10-QSB for the quarterly period ended June 30, 2007 contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this quarterly report include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve assumptions, risks and uncertainties regarding, among others, the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues, our business model and products and other factors. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "pl an", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. The forward-looking statements in this quarterly report are made as of the date of this quarterly report and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The following unaudited financial statements of Nordic Nickel Ltd. are included in this Quarterly Report on Form 10-QSB:
Description | Page |
Balance Sheets | 3 |
Statements of Operations | 4 |
Statements of Cash Flows | 5 |
Statements of Changes in Stockholders' Equity | 6 |
Notes to Financial Statements | 7 |
__________
- 2 -
Nordic Nickel Ltd.
(A Development Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)
(Unaudited)
As at 30 June | As at 31 December 2006 | |||
$ | $ | |||
Assets | ||||
Current | ||||
Cash and cash equivalents | 415,606 | 27,473 | ||
Unproven oil and gas exploration property(Note 3) | 481,503 | 513,603 | ||
897,109 | 541,076 | |||
Liabilities | ||||
Current | ||||
Accounts payable and accrued liabilities (Note 4) | 3,715 | 7,733 | ||
Convertible debentures (Note 5) | 750,545 | 736,755 | ||
Due to related party (Note 6) | 2,000 | 2,298 | ||
756,260 | 746,786 | |||
Stockholders' equity | ||||
Capital stock (Note 8) | ||||
Authorized | ||||
300,000,000 common shares, par value $0.001 and | ||||
50,000,000 preferred shares, par value $0.001 | ||||
Issued and outstanding | ||||
30 June 2007 - 48,582,300 common shares, par value $0.001 | ||||
31 December 2006 - 46,000,000 common shares, par value $0.001 | 48,582 | 46,000 | ||
Additional paid in capital | 622,274 | 98,400 | ||
Deficit, accumulated during the development stage | (530,007) | (350,110) | ||
140,849 | (205,710) | |||
897,109 | 541,076 |
Nature and Continuance of Operations(Note 1) andCommitment(Note 11)
The accompanying notes are an integral part of these financial statements.
- 3 -
Nordic Nickel Ltd.
(A Development Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited)
For the period from the date of inception on 6 March 2000 to 30 June 2007 | For the three month period ended 30 June 2007 | For the three month period ended 30 June 2006 |
|
| ||||||
$ | $ | $ | $ | $ | ||||||
Expenses | ||||||||||
Amortization expense | 160,502 | - | - | 32,100 | - | |||||
Default on oil and gas deposit |
| - | - |
|
| |||||
Entertainment | 1,912 | 1,912 | - | 1,912 | - | |||||
Interest on convertible debentures (Note 5) |
|
|
|
|
| |||||
Investor relations | 17,915 | 6,414 | - | 17,914 | - | |||||
Management | 88,680 | 50,710 | 3,000 | 76,680 | 6,000 | |||||
Office and miscellaneous (recovery) |
| (1,846) | 812 |
|
| |||||
Professional fees | 130,359 | 7,397 | 31,102 | 17,066 | 35,546 | |||||
Rent (Note 7) | 4,084 | 1,084 | 600 | 1,684 | 1,200 | |||||
Total expenses | 533,159 | 83,976 | 47,811 | 183,049 | 56,735 | |||||
Foreign exchange gain | 1,158 | 1,158 | - | 1,158 | - | |||||
Interest income | 1,994 | 1,994 | - | 1,994 | - | |||||
|
|
| - |
| - | |||||
|
| 80,824 | 47,811 |
|
| |||||
Basic and diluted loss per common share |
|
|
|
| ||||||
Weighted average number of common shares used in per share calculations |
|
|
|
|
The accompanying notes are an integral part of these financial statements.
- 4 -
Nordic Nickel Ltd.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited)
| For the three month period ended 30 June 2007 | For the three month period ended 30 June 2006 | For the six month period ended 30 June 2007 | For the six month period ended | |||||
$ | $ | $ | $ | $ | |||||
Cash flows from operating activities | |||||||||
Loss for the period | (530,007) | (80,824) | (47,811) | (179,897) | (56,735) | ||||
Adjustments to reconcile loss to net cash | |||||||||
Accrued interest (Note 5) | 88,451 | 18,305 | 12,297 | 36,696 | 12,772 | ||||
Amortization (Note 3) | 160,502 | - | - | 32,100 | - | ||||
Contributions to capital by related | 15,000 | - | 3,600 | 600 | 7,200 | ||||
Changes in operating assets and liabilities | |||||||||
(Increase) in deposit and prepaid | - | (48,000) | - | (48,000) | |||||
Increase (decrease) in accounts payable | 3,715 | (37,421) | (5,514) | (4,018) | (3,325) | ||||
(262,339) | (99,940) | (85,428) | (114,519 ) | (88,088) | |||||
Cash flows from investing activities | |||||||||
Purchase of oil and gas property (Note 3) | (642,006) | - | (642,006) | - | (642,006) | ||||
Cash flows from financing activities | |||||||||
Common shares issued for cash (Note 8) | 652,951 | 317,800 | - | 502,950 | 80,000 | ||||
Convertible debentures (Notes 5 and 8) | 665,000 | - | 915,000 | - | 915,000 | ||||
Increase (decrease) in due to related party | 2,000 | (298) | - | (298) | - | ||||
1,319,951 | 317,502 | 915,000 | 502,652 | 995,000 | |||||
Increase in cash and cash equivalents | 415,606 | 217,562 | 187,566 | 388,133 | 264,906 | ||||
Cash and cash equivalents, beginning of period | - | 198,044 | 94,871 | 27,473 | 17,531 | ||||
Cash and cash equivalents, end of period | 415,606 | 415,606 | 282,437 | 415,606 | 282,437 |
Supplemental Disclosures with Respect to Cash Flows(Note 10)
The accompanying notes are an integral part of these financial statements.
- 5 -
Nordic Nickel Ltd.
(A Development Stage Company)
Statements of Changes in Stockholders' Equity
(Expressed in U.S. Dollars)
(Unaudited)
Number of shares issued | Share capital | Additional paid-in capital | Deficit, accumulated during the development stage | Total stockholders' equity | ||||||
$ | $ | $ | $ | |||||||
Balance at 6 March 2000 (inception) | ||||||||||
Common shares issued - cash | 2,000,000 | 2,000 | 1,000 | - | 3,000 | |||||
Net loss for the period | - | - | - | (2,291) | (2,291) | |||||
Balance at 31 December 2000 | 2,000,000 | 2,000 | 1,000 | (2,291) | 709 | |||||
Common shares issued - cash | 5,000,000 | 5,000 | 42,000 | - | 47,000 | |||||
Net loss for the year | - | - | - | (10,571) | (10,571) | |||||
Balance at 31 December 2001 | 7,000,000 | 7,000 | 43,000 | (12,862) | 37,138 | |||||
Net loss for the year | - | - | - | (12,097) | (12,097) | |||||
Balance at 31 December 2002 | 7,000,000 | 7,000 | 43,000 | (24,959) | 25,041 | |||||
Net loss for the year | - | - | - | (11,019) | (11,019) | |||||
Balance at 31 December 2003 | 7,000,000 | 7,000 | 43,000 | (35,978) | 14,022 | |||||
3 for 1 forward split | 14,000,000 | 14,000 | (14,000) | - | - | |||||
Net loss for the year | - | - | - | (6,451) | (6,451) | |||||
Balance at 31 December 2004 | 21,000,000 | 21,000 | 29,000 | (42,429) | 7,571 | |||||
2 for 1 forward split | 21,000,000 | 21,000 | (21,000) | - | - | |||||
Net loss for the year | - | - | - | (18,338) | (18,338) | |||||
Balance at 31 December 2005 | 42,000,000 | 42,000 | 8,000 | (60,767) | (10,767) | |||||
Common shares issued - | 4,000,000 | 4,000 | 76,000 | - | 80,000 | |||||
Contributions to capital by | - | - | 14,400 | - | 14,400 | |||||
Net loss for the year | - | - | - | (289,343) | (289,343) | |||||
Balance at 31 December 2006 | 46,000,000 | 46,000 | 98,400 | (350,110) | (205,710) | |||||
Contributions to capital by | - | - | 600 | - | 600 | |||||
Common shares issued - | 1,145,300 | 1,145 | 21,761 | - | 22,906 | |||||
Common shares issued - | 1,437,000 | 1,437 | 501,513 | - | 502,950 | |||||
Net loss for the period | - | - | - | (179,897) | (179,897) | |||||
Balance at 30 June 2007 | 48,582,300 | 48,582 | 622,274 | (530,007) | 140,849 | |||||
The accompanying notes are an integral part of these financial statements.
- 6 -
Nordic Nickel Ltd.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 June 2007
1. Nature and Continuance of Operations
Nordic Nickel Ltd. (the "Company") was incorporated in the State of Nevada under the name "Crafty Admiral Enterprises, Ltd." on 6 March 2000. On 9 March 2007 the Company changed their name to "Nordic Nickel Ltd.". TheCompany changed their name pursuant to a parent/subsidiary merger between the Company (as "Crafty Admiral Enterprises, Ltd.") and its wholly-owned non-operating subsidiary, Nordic Nickel Ltd., which was established for the purpose of giving effect to this name change. The Company is in the development stage as its operations principally involve research and development, market analysis, and other business planning activities, and no revenue has been generated to date.
The Company is a development stage enterprise, as defined in Statements of Financial Accounting Standards ("SFAS") No. 7. The Company is devoting all of its present efforts in securing and establishing a new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period.
The Company's financial statements as at 30 June 2007 and for the three months then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company had a loss $80,824 for the three months ended 30 June 2007 (2006 - $47,811) and has working capital deficit of $340,654 at 30 June 2007 (31 December 2006 - $719,313).
Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company's capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 31 December 2007. However, if the Company is unable to raise additional capital in the near future, due to the Company's liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
On 27 June 2006, the Company acquired a 100% interest in a mineral, oil and gas property lease located in St. Francis County, Arkansas (the "Tombaugh Lease") for cash payment of $642,006. Since acquiring our interest under the Tombaugh Lease, the Company has shifted its focus from the oil and gas sector to seeking business opportunities in relation to nickel deposits in selected Nordic regions. The Company is not currently engaged in a business and had suffered losses from development stage activities to date. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing and or a partner there is no assurance these activities will be successful. This raises substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Nordic Nickel Ltd.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 June 2007
2. Significant Accounting Policies
The following is a summary of significant accounting policies used in the preparation of these financial statements.
Basis of presentation
The accompanying unaudited interim financial statements have been prepared as of 30 June 2007 and for the three month period then ended, in accordance with accounting principles generally accepted in the United States of America. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended 30 June 2007 are not necessarily indicative of the results that may be expected for the year ending 31 December 2007.
These interim financial statements follow the same accounting policies and methods of their application as the most recent annual financial statements, except as noted below. These interim financial statements should be read in conjunction with the audited financial statements of the Company as at 31 December 2006.
Recent accounting pronouncement
In March 2006, the Financial Accounting Standards Board (the "FASB")issued SFAS No. 156, "Accounting for Servicing of Financial Assets", which amends SFAS No. 140. SFAS No. 156 may be adopted as early as 1 January 2006, for calendar year-end entities, provided that no interim financial statements have been issued. Those not choosing to early adopt are required to apply the provisions as of the beginning of the first fiscal year that begins after 15 September 2006 (e.g., 1 January 2007, for calendar year-end entities). The intention of the new statement is to simplify accounting for separately recognized servicing assets and liabilities, such as those common with mortgage securitization activities, as well as to simplify efforts to obtain hedge-like accounting. Specifically, the FASB said SFAS No. 156 permits a servicer using derivative financial instruments to report both the derivative financial instrum ent and related servicing asset or liability by using a consistent measurement attribute, or fair value. The adoption of SFAS No. 156 is not expected to have a material impact on the Company's financial position, results of operations or cash flows.
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments", which amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". SFAS No. 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or hybrid financial instruments containing embedded derivatives. The adoption of SFAS No. 155 is not expected to have a material impact on the Company's financial position, results of operations or cash flows.
- 8 -
Nordic Nickel Ltd.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 June 2007
3. Unproven Oil and Gas Exploration Property
Tombaugh Farms Property - St. Francis County, Arkansas
On 27 June 2006, the Company acquired a 100% interest in a mineral, oil and gas property lease located in St. Francis County, Arkansas (the "Tombaugh Lease") for an up front cash payment of $642,006. The lease is for a period of five years and is subject to a 19% royalty on oil and other liquid hydrocarbons produced, saved and sold, and can be extended at the option of the Company for an additional five years on the same terms.
Balance at 30 June 2007 | Balance at 31 December 2006 | |||
$ | $ | |||
Unproven oil and gas properties consist of the following: | ||||
Undeveloped properties | 481,503 | 513,603 | ||
481,503 | 513,603 |
The following sets forth costs incurred for oil and gas property acquisition and development activities, whether capitalized or expensed.
During the period ended 30 June 2007 | During the year ended 31 December 2006 | |||
$ | $ | |||
Acquisition - unproved | 513,603 | 642,006 | ||
Development | - | - | ||
Exploration | - | - | ||
Amortization | (32,100) | (128,403) | ||
481,503 | 513,603 |
4. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.
- 9 -
Nordic Nickel Ltd.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 June 2007
5. Convertible Debentures
Balance at 30 June 2007 | Balance at 31 December 2006 | ||||||
$ | $ | ||||||
Issued in September 2005, the convertible debentures bear interest at a rate of 9.5% per annum on any unpaid principle balances, are unsecured, and have no fixed terms of repayment. The holders of the convertible debentures had the right to convert any portion of the unpaid principle and/or accrued interest into restricted common shares of the Company at any time within twenty-four months from the issue date on the basis of $0.02 per common share for the total amount outstanding. On 1 April 2007 the holders of the convertible debentures exercised their right and converted the balance of $22,906 outstanding on 1 April 2007 which consisted of principle and unpaid accrued interest of $20,000 and $2,906 respectively. (Note 8) | Nil | 22,375 | |||||
Issued in April 2006, the convertible debenture bears interest at a rate of 10% per annum on any unpaid principle balance, is secured by a general charge on the assets of the Company, and has no fixed terms of repayment. The holder of the convertible debenture has the right to convert any portion of the unpaid principle and/or accrued interest at any time within thirty-six months for the issue date, on the basis of $1.00 per unit where a unit consists of one common share and one warrant to purchase one common share of the Company for $1.75 for a period of twenty-four months from the date of conversion. On 21 August 2006 the company repaid $250,000 of the balance owing. The balance of $291,541 outstanding at 30 June 2007 consists of principle and unpaid accrued interest of $250,000 and $41,541 respectively. | 291,541 | 277,493 | |||||
Issued in June 2006, the convertible debenture bears interest at a rate of 10% per annum on any unpaid principle balance, is secured by a general charge on the assets of the Company, and has repayment terms wherein the principle and accrued interest shall be due the later of (i) sixty days after the date the convertible debenture was issued or (ii) upon the lenders written demand for repayment. The holder of the convertible debenture has the right to convert any portion of the unpaid principle and/or accrued interest into common shares of the Company at any time and from time to time prior to the maturity date on the basis of $0.70 per share for each dollar of principle and interest due and payable. The balance of $459,004 outstanding at 30 June 2007 consists of principle and unpaid accrued interest of $415,000 and $44,004 respectively. | 459,004 | 436,887 | |||||
750,545 | 736,755 | ||||||
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Nordic Nickel Ltd.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 June 2007
As at 30 June 2007, the amount in due to related party consists of $2,000 (31 December 2006 - $2,298) payable to a director and shareholder of the Company. This balance is non-interest bearing, unsecured, and have no fixed terms of repayment.
During the six month period ended 30 June 2007, director and shareholder of the Company made contributions to capital for rent of $600 (30 June 2006 - $600, cumulative - $3,000). This amount has been recorded as an increase in expenditures and an increase in additional paid-in capital.
Authorized
The total authorized capital consist of:
|
Issued and outstanding
30 June 2007 the total issued and outstanding capital stock is 48,582,300 common shares with a par value of $0.001 per share.
During the six month period ended 30 June 2007, 1,145,300 common shares were issued for debt of $22,906 (Note 5).
During the six month period ended 30 June 2007, 1,437,000 common shares were issued for cash proceeds of $502,950.
- 11 -
Nordic Nickel Ltd.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 June 2007
9. Income Taxes
The Company has losses carried forward for income tax purposes to 30 June 2007. There are no current or deferred tax expenses for the six month period ended 30 June 2007 due to the Company's loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company's ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.
The provision for refundable federal income tax consists of the following:
For the three month period ended 30 June 2007 | For the three month period ended 30 June 2006 | |||
$ | $ | |||
Deferred tax asset attributable to: | ||||
Current operations | 27,480 | 16,256 | ||
Contributions to capital by related party - expenses | - | (1,224) | ||
Less: Change in valuation allowance | (27,480) | (15,032) | ||
Net refundable amount | - | - |
- 12 -
Nordic Nickel Ltd.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 June 2007
The composition of the Company's deferred tax assets as at 30 June 2007 and 31 December 2006 is as follows:
As at 30 June 2007 | As at 31 December 2006 | |||
$ | $ | |||
Net income tax operating loss carryforward | (354,504) | (207,308) | ||
Statutory federal income tax rate | 34% | 34% | ||
Effective income tax rate | 0% | 0% | ||
Deferred tax assets | ||||
Tax loss carryforward | 120,531 | 70,485 | ||
Less: Valuation allowance | (120,531) | (70,485) | ||
Net deferred tax asset | - | - |
The potential income tax benefit of these losses has been offset by a full valuation allowance.
As at 30 June 2007, the Company has an unused net operating loss carryforward balance of approximately $354,504 that is available to offset future taxable income. This unused net operating loss carryforward balance for income tax purposes expires between the years 2020 to 2028.
- 13 -
10. Supplemental Disclosure with Respect to Cash Flows
For the period from the date of inception on 6 March 2000 to 30 June 2007 | For the three month period ended | For the three month period ended | ||||
$ | $ | $ | ||||
Cash paid during the year for interest | - | - | - | |||
Cash paid during the year for income taxes | - | - | - |
During the three months ended 30 June 2007 the Company accrued interest of $18,305 on convertible debentures (2006 - $12,297, cumulative - $88,451) (Note 5).
The Company is committed to issuing common shares of the Company under the terms of existing convertible debentures (Note 5).
- 14 -
Item 2. Management's Discussion and Analysis or Plan of Operations
As used in this quarterly report: (i) the terms "we", "us", "our" and the "Company" mean Nordic Nickel Ltd.; (ii) "SEC" refers to the Securities and Exchange Commission; (iii) "Securities Act" refers to theSecurities Act of 1933, as amended; (iv) "Exchange Act" refers to theSecurities Exchange Act of 1934, as amended; and (v) all dollar amounts refer to United States dollars unless otherwise indicated.
The following discussion of our plan of operations, results of operations and financial condition as at and for the six months ended June 30, 2007 should be read in conjunction with our unaudited interim financial statements and related notes for the six months ended June 30, 2007 included in this quarterly report.
Overview
We were incorporated in the State of Nevada under the name "Crafty Admiral Enterprises, Ltd." on March 6, 2000. We were originally organized to engage in the business of the sale of classic auto parts to classic auto owners all over the world through an Internet site/online store; however, we were unsuccessful in implementing the online store and were unable to afford the cost of purchasing, warehousing and shipping the initial inventory required to get the business started. As a result, we ceased operations in approximately July 2002. We remained inactive and did not conduct any business from July 2002 until our fiscal year ended December 31, 2006. During our fiscal year ended December 31, 2006, our sole officer and director determined that it would be in the best interest of the shareholders of the corporation that we should become active again and actively seek potential operating businesses and business opportunities with the intent to acquire or merge with such businesses. We are considered a "shel l" corporation, and as such, our principal business purpose has been to locate and consummate a merger or acquisition with a private entity.
On June 27, 2006, we acquired a 100% interest in a mineral, oil and gas property located on 1,426 in St. Francis County, Arkansas for a cash payment of $642,006, pursuant to an oil and gas agreement we entered into on April 29, 2006 (the "Tombaugh Lease"). We have not yet determined whether this property contains any reserves that may be economically feasible. We are negotiating the sale of this property to allow us to focus on seeking business opportunities in relation to developing nickel deposits in Finland, Norway and Western Russia.
Since acquiring our interest under the Tombaugh Lease in June 2006, we have shifted our focus from the oil and gas sector to seeking business opportunities in relation to nickel deposits in selected Nordic regions. In order to better reflect the nature of our business focus, on March 9, 2007, we amended our Articles of Incorporation to change our name to "Nordic Nickel Ltd." We changed our name pursuant to a parent/subsidiary merger between us (as "Crafty Admiral Enterprises, Ltd.") and our wholly-owned non-operating subsidiary, Nordic Nickel Ltd., which we established for the purpose of effectuating this name change. In accordance with Section 92A.180 of the Nevada Revised Statutes, shareholder approval was not required to effectuate this merger and name change.
Since acquiring our interest under the Tombaugh Lease in June 2006, we have shifted our focus from the oil and gas sector to seeking business opportunities in relation to nickel deposits in selected Nordic regions. As such, we do not have any specific plans to explore the property underlying the Tombaugh Lease over the next 12 months and, in fact, we are negotiating the sale of this property. During the next 12 months, we intend to seek out and pursue possible merger or acquisition partners relating to exploration of nickel deposits in Nordic countries. We have had no revenues to date and as at June 30, 2007, we had cash and cash equivalents of $415,606 and a working capital deficit of $340,654. As such, we anticipate that we will need to obtain additional financing in order to pursue our current planned business objective of locating, and entering into, a merger or acquisition.
We have not had any revenues from operations for the past two fiscal years. We had a net loss of $179,897 for the six month period ended June 30, 2007 as compared to a net loss of $56,735 for the six month period ended June 30, 2006. The increase in our net loss was primarily the result of amortization of $32,100 for the six months ended June 30, 2007 ($nil for the six months ended June 30, 2006) with respect to the acquisition of our interest in oil and gas property under the Tombaugh Lease; $36,696 in interest payments on convertible debentures for the six months ended June 30, 2007 ($12,772 for the six months ended June 30, 2006); $17,914 in investor relations fees for the six months ended June 30, 2007 ($nil for the six months ended June 30, 2006); and $76,680 in management fees for the six months ended June 30, 2007 ($6,000 for the six months ended June 30, 2006). The increase in management fees is due primarily to the appointment of a new CEO and CFO who are actively seeking b usiness opportunities in relation to nickel deposits in selected Nordic regions.
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Liquidity and Capital Resources
At June 30, 2007, our only source of liquidity was our cash and cash equivalents in the amount of $415,606. At June 30, 2007, we had a working capital deficit of $340,654. Although we believe that our existing cash balance is sufficient for our near-term day-to-day operating needs, the extent to which such funds will be sufficient to meet our cash requirements for the next twelve months is subject to a number of uncertainties, the most important of which is our ability to locate a suitable business to enter into a merger or acquisition with in order to generate sufficient revenues and cash flows to support and continue operations.
On April 18, 2007 we completed a non-registered US$502,950 private equity financing by issuing 1,437,000 of our common shares at a price of $0.35 per share. On June 30, 2007, we settled certain indebtedness of the Company to two creditors of the Company in the amount of $22,906 through the issuance of 1,45,300 of our common shares at a deemed issuance price of $0.02 per share
Operating Activities
Operating activities in the six month periods ended June 30, 2007 and 2006 used cash of $114,519 and $88,088, respectively, which reflect our recurring operating losses.
Investing Activities
In the six month period ended June 30, 2007, we did not engage in any investing activities. In the six month period ended June 30, 2006, we acquired a 100% interest in the Tombaugh lease for an up front cash payment of $642,006.
Financing Activities
As we have had no revenues since inception, we have financed our operations primarily by using existing capital reserves, obtaining debt financing and through private placements of our stock. Financing activities in the six month period ended June 30, 2007 provided net cash of $502,652 the sale of common shares. Financing activities in the in six month period ended June 30, 2006 provided net cash of $995,000, including $915,000 with respect to convertible debentures and $80,000 from the sale of common shares.
Significant Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Significant accounting policies used in the preparation of our financial statements are set forth in Note 2 to our unaudited financial statements for the six month period ended June 30, 2007.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes of financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
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Item 3. Controls and Procedures.
As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective as at the end of the period covered by this quarterly report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
There have been no changes in our internal controls over financial reporting that occurred during our most recent quarterly period that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are currently not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Effective on April 18, 2007, we issued an aggregate of 1,437,000 common shares at an issuance price of $0.35 per share for total gross proceeds of $502,950 in a private placement to four purchasers. We completed this private placement pursuant to an exemption from the registration requirements of the Securities Act pursuant to Regulation S of the Securities Act. Each sale of shares was completed as an "offshore transaction", as defined in Rule 902(h) of Regulation S, on the basis that: (i) each investor was outside of the United States at the time the offer to purchase the shares was made; and (ii) at the time the subscription agreement for the shares was executed, the investor was outside of the United States or we had a reasonable belief that the investor was outside of the United States. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States. Each investor represented to us that the investor was not a U.S. person, as defined in Regula tion S, and was not acquiring the shares for the account or benefit of a U.S. Person.
Effective on June 30, 2007, we issued an aggregate of 1,145,300 common shares at a deemed issuance price of $0.02 per share to two of the Company's creditors in a shares-for-debt private placement in settlement of an aggregate of $22,906 in indebtedness owed to such creditors. We completed this shares-for-debt private placement pursuant to an exemption from the registration requirements of the Securities Act pursuant to Regulation S of the Securities Act. Each share-for-debt issuance was completed as an "offshore transaction", as defined in Rule 902(h) of Regulation S, on the basis that: (i) each investor was outside of the United States at the time the offer to purchase the shares was made; and (ii) at the time the subscription agreement for the shares was executed, the investor was outside of the United States or we had a reasonable belief that the investor was outside of the United States. We did not engage in any directed selling efforts, as defined in Regulation S, in the United St ates. Each investor represented to us that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. Person.
Item 3. Default Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote by Security Holders.
None.
Item 5. Other Information.
None.
The following exhibits are include with this Quarterly Report on Form 10-QSB:
Exhibit No. | Exhibit Description |
31.1 | Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer |
31.2 | Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer |
32.1 | 18 U.S.C. Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer |
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In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NORDIC NICKEL LTD. | |
By: | /s/ D. James (Jim) MacKenzie ___________________________ |
| /s/ John W. Jardine ___________________________ |
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