UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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| For the quarterly period ended February 28, 2007 |
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[ ] | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 |
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| For the transition period __________ to __________ |
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| Commission File Number: 333-134715 |
Nuance Resources Corp.
(Exact name of small business issuer as specified in its charter)
Nevada | 98-0462664 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
601-8623 Granville St., Vancouver, B.C., Canada V6P 582 |
(Address of principal executive offices) |
(778) 235-6658 |
(Issuer’s telephone number) |
_______________________________________________________________ |
(Former name, former address and former fiscal year, if changed since last report) |
Check whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 44,594,000 common shares as of April 6, 2007
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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PART I - FINANCIAL INFORMATION |
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PART II - OTHER INFORMATION |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited financial statements included in this Form 10-QSB are as follows: |
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These unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-QSB. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended February 28, 2007 are not necessarily indicative of the results that can be expected for the full year.
NUANCE RESOURCES CORP
(A Development Stage Company)
INTERIM CONSOLIDATED BALANCE SHEETS February 28, 2007 and November 30, 2006
(Stated in US Dollars)
(Unaudited)
ASSETS | | | |
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Current | | | |
Cash | $ | 18,608 | | $ | 116,724 |
Prepaid expenses | | - | | | 5,500 |
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| | 18,608 | | | 122,224 |
Oil and gas property - Note 5 | | 82,650 | | | - |
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| $ | 101,258 | | $ | 122,224 |
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LIABILITIES | | | | | |
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Current | | | | | |
Accounts payable and accrued liabilities | $ | 40,634 | | $ | 19,150 |
Due to related party - Notes 6 | | 5,018 | | | 5,018 |
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| | 45,652 | | | 24,168 |
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STOCKHOLDERS’ EQUITY | | | | | |
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Preferred stock, $0.001 par value 10,000,000shares authorized, none outstanding | | | | | |
Common stock, $0.001 par value - Notes 7 and 9 270,000,000 shares authorized 44,354,000 shares issued (November 30, 2006, - 23,000,000shares issued) | | 20,296 | | | 23,000 |
Additional paid in capital | | 84,000 | | | 84,000 |
Deficit accumulated during the development stage | | (48,690) | | | (8,944) |
| | 55,606 | | | 98,056 |
| $ | 101,258 | | $ | 122,224 |
SEE ACCOMPANYING NOTES
NUANCE RESOURCES CORP
(A Development Stage Company)
For the three month period ended February 28, 2007 and
for the period November 1, 2006, (Date of Inception) to February 28, 2007
(Stated in US Dollars)
(Unaudited)
| Three Months Ended February 28, 2007 | | November 1, 2006 (Date of Inception) to February 28, 2007 |
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Expenses | | | |
Accounting and audit fees | $ | 7,053 | | $ | 17,053 |
Bank charges | | 225 | | | 244 |
Foreign exchange gain | | - | | | (4,725) |
Legal fees | | 17,607 | | | 21,257 |
Office expenses | | 362 | | | 362 |
Transfer and filing fees | | 13,661 | | | 13,661 |
Travel | | 838 | | | 838 |
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Net loss for the period | $ | (39,746) | | $ | (48,690) |
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Basic loss per share | $ | (0.00) | | $ | (0.00) |
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Weighted average number of shares outstanding | | 37,473,267 | | | |
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Comparative results for the three month period ended February 28, 2006 have not been presented as the Company was not incorporated at that time. |
SEE ACCOMPANYING NOTES
NUANCE RESOURCES CORP
(A Development Stage Company)
For the three month period ended February 28, 2007 and
for the period November 1, 2006, (Date of Inception) to February 28, 2007
(Stated in US Dollars)
(Unaudited)
| Three Months Ended February 28, 2007 | | November 1, 2006 (date of Inception) to February 28, 2007 |
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Cash Flows used in Operating Activities | | | |
Net loss for the period | $ | (39,746) | | $ | (48,690) |
Changes in non-cash working capital items related to operations: | | | | | |
Prepaid expenses | | 5,500 | | | - |
Accounts payable and accrued liabilities | | (18,278) | | | 872 |
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Net cash used in operating activities | | (52,524) | | | (47,818) |
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Cash Flows from Investing Activities | | | | | |
Acquisition of oil and gas property | | (82,650) | | | (82,650) |
Cash acquired on reverse acquisition | | 37,058 | | | 37,058 |
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Net cash used in investing activity | | (45,592) | | | (45,592) |
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Cash Flows from Financing Activities | | | | | |
Capital stock issued | | - | | | 107,000 |
Due to related party | | - | | | 5,018 |
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Net cash provided by financing activities | | - | | | 112,018 |
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Increase (decrease) in cash during the period | | (98,116) | | | 18,608 |
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Cash, beginning of the period | | 116,724 | | | - |
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Cash, end of the period | $ | 18,608 | | $ | 18,608 |
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Comparative results for the three month period ended February 28, 2006 have not been presented as the Company was not incorporated at that time. |
SEE ACCOMPANYING NOTES
NUANCE RESOURCES CORP.
(A Development Stage Company)
for the period November 1, 2006 (Date of Inception) to February 28, 2007
(Stated in US Dollars)
(Unaudited)
| Common Shares | | | | Accumulated Other Comprehensive | | Deficit Accumulated During the Exploration | | |
| Number | | Par Value | | Capital | | Loss | | Stage | | Total |
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Capital stock issued for cash- at $0.005 | | 23,000,000 | | $ | 23,000 | | $ | 92,000 | | | - | | $ | - | | $ | 115,000 |
Less: commissions | | - | | | - | | | (8,000) | | | - | | | - | | | (8,000) |
Net loss for the period | | - | | | - | | | - | | | - | | | (8,944) | | | (8,944) |
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Balance, November 30, 2006 | | 23,000,000 | | | 23,000 | | | 84,000 | | | - | | | (8,944) | | | 98,056 |
Pursuant to agreement of merger and plan of reorganization | | | | | | | | | | | | | | | | | |
Exchange of shares: - Acquisition Inc. | | 100 | | | - | | | - | | | - | | | - | | | - |
- Nuance Resources Corp. | | (23,000,100) | | | - | | | - | | | - | | | - | | | - |
- Outstanding common shares of the Company prior to merger | | 21,354,000 | | | - | | | - | | | - | | | - | | | - |
Shares issued to acquire Nuance Resources Corp. | | 23,000,000 | | | (2,704) | | | - | | | - | | | - | | | (2,704) |
Net loss for the period | | - | | | - | | | - | | | - | | | (39,746) | | | (39,746) |
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Balance February 28, 2007 | | 44,354,000 | | $ | 20,296 | | $ | 84,000 | | $ | - | | $ | (48,690) | | $ | 55,606 |
SEE ACCOMPANYING NOTES
NUANCE RESOURCES CORP(A Development Stage Company)
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS February 28, 2007
(Stated in US Dollars)
(Unaudited)
The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented. All adjustments are of a normal recurring nature. This report on Form 10-QSB should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s audited consolidated financial statements for the fiscal period ended November 30, 2006. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal period and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s audited consolidated financial statements for the fiscal period ended November 30, 2006, has been omitted. The results of operations for the three-month period ended February 28, 2007 are not necessarily indicative of results for the entire year ending November 30, 2007.
Note 2 | Nature and Continuance of Operations |
The Company was incorporated in the state of Nevada, United States of America on November 1, 2006. The Company was formed for the purpose of acquiring exploration and development stage natural resource properties. The Company’s year end is November 30.
Effective December 28, 2006 the Board of Directors authorized a 3 for 1 forward stock split on the common shares. The authorized number of common shares increased from 90,000,000 to 270,000,000 common shares with a par value of $0.001. All references in the accompanying financial statements to the number of common shares have been restated to reflect the forward stock split.
Nuance Resources Corp.
(A Development Stage Company)
Notes to the Interim Consolidated Financial Statements
February 28, 2007
(Stated in US Dollars)
(Unaudited)
Note 2 | Nature and Continuance of Operations - (cont’d) |
Going Concern
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At February 28, 2007, the Company had not yet achieved profitable operations, has accumulated losses of $48,690 since its inception, has a working capital deficiency of $27,044 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.
Note 3 | Additional Significant Accounting Policies |
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which may have been made using careful judgment. Actual results may vary from these estimates.
The consolidated financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:
Principles of Consolidation
These consolidated financial statements include the accounts of the newly merged Company (Note 4) and its wholly-owned subsidiaries, FRC Exploration Ltd. (a BC Corporation) (“FRC”) and Nuance Exploration Ltd. (a BC Corporation) (“NEL”). All significant inter-company balances and transactions have been eliminated.
Nuance Resources Corp.
(A Development Stage Company)
Notes to the Interim Consolidated Financial Statements
February 28, 2007
(Stated in US Dollars)
(Unaudited)
Note 3 | Additional Significant Accounting Policies - (cont’d) |
Environmental Costs
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and which do not contribute to current or future revenue generation are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of:
i) completion of a feasibility study; or
ii) the Company’s commitments to a plan of action based on the then know facts.
There have been no environmental expenses incurred by the Company.
Impairment of Long-lived Assets
In accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets”, the carrying value of intangible assets and other long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. Oil and gas properties accounted for using the full cost method of accounting, a method utilized by the Company, is excluded from this requirement, but will continue to be subject to the ceiling test limitations.
Oil and Gas Properties
The Company follows the full cost method of accounting for oil and gas operations whereby all costs of exploring for and developing oil and gas reserves are initially capitalized on a country-by-country (cost centre) basis. Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition and exploration activities.
Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated gross proved reserves. Petroleum products and reserves are converted to a common unit of measure, using 6 MCF of natural gas to one barrel of oil.
Nuance Resources Corp.
(A Development Stage Company)
Notes to the Interim Consolidated Financial Statements
February 28, 2007
(Stated in US Dollars)
(Unaudited)
Note 3 | Additional Significant Accounting Policies - (cont’d) |
Oil and Gas Properties - (cont’d)
| Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether impairment has occurred. When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations. |
| If capitalized costs, less related accumulated amortization and deferred income taxes, exceed the “full cost ceiling” the excess is expensed in the period such excess occurs. The “full cost ceiling” is determined based on the present value of estimated future net revenues attributed to proved reserves, using current prices less estimated future expenditures plus the lower of cost and fair value of unproven properties within the cost centre. |
| Proceeds from a sale of petroleum and natural gas properties are applied against capitalized costs, with no gain or loss recognized, unless such a sale would alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost centre. Royalties paid net of any tax credits received are netted with oil and gas sales. |
Note 4 | Business Acquisition |
Pursuant to an Agreement of Merger and Plan of Reorganization between the Company, Farrier Acquisition Inc. (“Acquisition Inc”), a Nevada Corporation, and a wholly-owned subsidiary of the Company incorporated for the sole purpose of the merger transaction, and Nuance Resources Corp, (“Nuance”) a Nevada Corporation, on December 29, 2006, Acquisition Inc and Nuance merged and Nuance became the surviving company of the merger. All common shares outstanding of Acquisition Inc. were converted into an equal number of common shares of Nuance. Pursuant to the agreement, on December 29, 2006 the shareholders of record of Nuance exercised their right to exchange their shares on a one for one basis for shares of the Company.
Since this transaction resulted in the shareholders of Nuance owning a majority of the issued and outstanding shares of the Company, the transaction is accounted for using the purchase method of accounting as a reverse acquisition, and the consolidated financial statements are a continuation of the operations of Nuance, and not of the Company. The operations of the Company are included in the consolidated statement of operations from December 29, 2006, the effective date of the acquisition.
On January 4, 2007 the Company merged with Nuance. All common shares outstanding of Nuance were converted into an equal number of common shares of the Company. The surviving entity of the merger was the Company.
Nuance Resources Corp.
(A Development Stage Company)
Notes to the Interim Consolidated Financial Statements
February 28, 2007
(Stated in US Dollars)
(Unaudited)Note 4 | Business Acquisition - (cont’d) |
| On December 29, 2006, the fair value of the acquired net liabilities of the Company were as follows: |
Cash | $ | 37,058 |
Accounts payable | | (39,762) |
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Net liabilities | $ | (2,704) |
| The consolidated statement of operations for the three months ended February 28, 2007 does not include the result of consolidated operations of the Company from December 1, 2006 to December 29, 2006 as follows: |
| For the period December 1, 2006 to December 29, 2006 |
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Accounting and audit fees | $ | 3,967 |
Legal fees | | 22,302 |
Office expenses | | 442 |
Management fees | | 650 |
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Net loss for the period | $ | 27,361 |
Note 5 | Oil and Gas Property |
By a participation agreement dated December 21, 2006, NEL acquired a 100% ownership in the interpretation of 3D seismic data covering four sections of certain land located in the province of Alberta by paying CDN$95,000 (US$82,650) in costs of acquiring and interpreting the seismic data. After evaluation of a seismic data should a drillable anomaly be located, the Company will earn the right to participate in the Alberta Crown Land Sale by paying 50% of the land sale costs. By participating, the Company will acquire a 50% interest in the project and will assume 50% of all costs, expenses and risks.
Note 6 | Related Party Transactions |
The amount due to related party is due to the Company’s director and is unsecured, non-interest bearing and has no specific terms for repayment.
Nuance Resources Corp.
(A Development Stage Company)
Notes to the Interim Consolidated Financial Statements
February 28, 2007
(Stated in US Dollars)
(Unaudited)
Note 7 | Capital Stock - Note 9 |
During the period ended November 30, 2006, the Company issued to its director 3,000,000 common shares at $0.005 for total proceeds of $15,000.
| On April 5, 2007, the Company issued 240,000 common shares at $0.25 per share for total proceeds of $60,000 pursuant to a private placement. |
Note 8 | Mineral Property Agreement |
| On May 24, 2006, FRC entered into a property option agreement whereby FRC was granted an option to earn up to an 85% interest in 50 full and 9 fractional mineral claims located in the Eskay Creek Area, Northwestern British Columbia. Consideration for the option is cash payments totalling CDN$100,000 (CDN$2,500 paid) and exploration expenditures of CDN$450,000 (CDN$14,295 paid) |
| On January 11, 2007, the Company abandoned its interest in the property. |
| On March 26, 2007, the Company approved a private placement offering of up to an aggregate of 400,000 common shares at $0.25 per share. The Company has received subscriptions for 240,000 common shares for proceeds of $60,000. |
Item 2. Plan of Operation
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Business Development
We were incorporated on July 19, 2005 under the laws of the state of Nevada. Prior to December 29, 2006, our business plan was focused on proceeding with the exploration of the Snippaker mineral claims to determine whether there are commercially exploitable mineral reserves.
On or about December 29, 2006, our management was presented with a business opportunity by the management of a private company named Nuance Resources, Corp. (“Nuance”) that upon evaluation proved more interesting than our previous business plan. As a result, our management suspended its efforts in relation to the exploration of the Snippaker mineral claims and entered into negotiations with Nuance. After conducting our due diligence and concluding negotiations it was determined that a reverse acquisition of Nuance potentially contains greater benefits for the company than the unproven Snippaker mineral claims. In order to pursue this new business opportunity, we terminated our exploration activities and entered into negotiations for an Agreement of Merger and Plan of Reorganization.
We consummated an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Nuance and Farrier Acquisition, Inc. (“Acquisition Sub”), a our newly formed wholly-owned Nevada subsidiary. In connection with the closing of this merger transaction (the “Merger”), Acquisition Sub merged with and into Nuance, and Nuance became a wholly-owned subsidiary of Farrier Resources Corp. named “Nuance Resources Corp.” In accordance with the Merger Agreement, the stockholders of Nuance received the right to receive one share of our common stock for each issued and outstanding share of Nuance’s common stock. As a result, at closing, in exchange for 100% of the outstanding capital stock of Nuance, the former stockholders of Nuance received 23,000,000 shares of our common stock, which represents approximately 51.86% of our outstanding common stock following the Merger
On January 4, 2007, we filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby we would merge with our wholly-owned subsidiary, Nuance Resources Corp., as a parent/ subsidiary merger with us as the surviving corporation. This merger, which became effective as of January 4, 2007, was completed pursuant to Section 92A.180 of the Nevada Revised Statutes. Shareholder approval to this merger was not required under Section 92A.180. Upon completion of this merger, our name was changed to "Nuance Resources Corp." and our Articles of Incorporation have been amended to reflect this name change.
Plan of Operation
We are engaged in the business of identifying, evaluating, and qualifying potential natural gas and oil wells; investing in interests in those wells; and attempting to produce commercially marketable quantities of oil and natural gas from those wells.
The majority of our business will be derived from projects identified by our principals. These persons, specifically James D. Bunney and the other industry professionals Mr. Bunney is responsible to locate and hire, will be the individuals directly responsible for locating and qualifying potential projects, negotiating investments and drilling rights associated with those projects, and overseeing the work required to extract commercially viable quantities of natural gas and oil from those projects. As of the date of this filing, we have not identified any oil or natural gas wells into which we intend to invest. However, we have entered into an agreement with County Line Energy Corp. (“CLE”), which grants us the right to participate in the potential identification, purchase, and development of 2,560 acres of land in Alberta, Canada, known as the Highway 21 Prospect.
Highway 21 Prospect
On December 1, 2006, CLE entered into an agreement with BMW Energy Corp (“BMW”) to acquire its 100% ownership interest in certain reprocessed three-dimensional (“3D”) seismic data from BMW. The seismic data was originally shot in search of shallow Cretaceous Period gas. BMW plans to reprocess the data, analyzing deeper readings in their search for Devonian Period oil reserves deep beneath the surface.
The target of this new exploration program is referred to as the Nisku formation, which is noted for having large oil producing pinnacle reef formations. Historically these Nisku pinnacle reefs have been capable of producing 400-500 barrels of oil per day with reserves of 2-3 million barrels of oil in place.
The area under review consists of 2,560 acres. Two wells have been drilled previously on the property, one in 1951 and the other in 1984. These wells produced an aggregate of approximately 60,000 barrels of light crude oil. BMW’s seismic analysis will determine whether these wells were both located on the fringe of a larger reef complex. There can be no assurance that these wells will contain commercially marketable quantities of oil or natural gas.
Per CLE’s agreement with BMW, CLE paid $82,650 to BMW for the reprocessed 3D seismic data, accompanied by a complete geophysical and geological report covering the 2,560 acre prospect. If the seismic interpretation indicates further development of the property, CLE will post the primary section of land for an Alberta Land Sale. The purchased land will be held 70% by CLE and 30% by BMW.
CLE will be responsible for 100% of the costs associated with drilling a Nisku Test Well, subject to a gross overriding royalty payable to BMW of 2.5% on oil and 7.5% on natural gas. BMW’s gross overriding royalty will be convertible to a 30% working interest after CLE has recovered its costs from the 3D seismic analysis, the land sale, and the test well.
It is anticipated that two wells may be required to adequately develop this oil pool with an additional possibility of re-entering the previously drilled wells.
We have entered into a Participation Agreement with CLE, whereby we have agreed to reimburse CLE all of the costs associated with analyzing the seismic data and to split equally with CLE all of the costs associated with purchasing and developing the land should the analysis so indicate. In accordance with this agreement, Nuance Exploration Ltd. made a payment of $82,650 to CLE on December 21, 2006 resulting in its ownership of an undivided 100% ownership of such seismic data and the right to participate in the Alberta Crown Land Sale.
We will also be responsible to split equally the costs of any cash calls associated with the project. In return, we will own half of CLE’s participation in the project and be entitled to half of CLE’s profits associated with the project. As CLE will hold 70% of the land and a 70% working interest in the project (equal to 70% of the net revenues) after we reimburse CLE for all development costs, including analysis costs, we will in effect hold 35% of the land and a 35% working interest in the project.
BMW has conducted their analysis of the 3D seismic data and we anticipate that the results of this analysis will be available by the end of May 2007. If their analysis of the seismic data is favorable, the group comprised of us, BMW, and CLE will call for a Province of Alberta mineral rights Land Sale to occur approximately 60 days after the call date.
An application for a symbol to be quoted for trading on the NASD Over The Counter Bulletin Board has been submitted. If we are not quoted for trading prior to the Land Sale, we may be unable to raise sufficient funds through the sale of our securities to the public to purchase the property and continue operations. In the event that we are not approved for trading on the OTCBB, the amount of our participation in the Land Sale will be diminished proportionately by that amount, if any, which we were unable to advance as one half of the Land Sale costs. In the event that our participation is reduced to 5% or less, County Line will have the right to purchase our interest for approximately $8,500 ($10,000 Canadian) and we will have no further interest in the Prospect. The same dilution of interest rules apply to our participation in a Test Well. These dilution rules apply equally to both County Line and our company.
Once the rights to the land are acquired, the total capital outlay for the development of the prospect will be approximately $2,000,000 over a period of approximately 15 months. We will pay one-half of those development costs, unless our participation has been reduced as described above.
In the event that the interpreted seismic data does not indicate a high probability of oil reserves, the data will be of little value, the costs associated with obtaining the data will be written off as a loss, we will not participate in the land sale, and we will seek other opportunities.
Results of Operations for the three months ended February 28, 2007 and 2006
We have not earned any revenues from our inception through the period ending February 28, 2007.
For the three months ended February 28, 2007, we incurred Operating Expenses of $39,746. The primary components of our Operating Expenses were Accounting and Audit Fees of $7,053, legal Fees of $17,607, and Transfer and Filing Fees of $13,661. For the period of November 1, 2006, date of inception, to February 28, 2007, we incurred Operating Expenses of $48,690. The primary components of our Operating Expenses for this period were Accounting and Audit Fees of $17,053, legal Fees of $21,257, and Transfer and Filing Fees of $13,661.
Our net loss for the three months ended February 28, 2007 was $39,746. Our net loss for the period of November 1, 2006, date of inception, to February 28, 2007 was $48,690.
Liquidity and Capital Resources
We had cash of $18,608 and a working capital deficit of $27,044 as of February 28, 2007.
We are a development stage company and have not attained profitable operations. Our working capital will allow us to fund the analysis of seismic data and possibly purchase the land represented by the data should the analysis so indicate, but we may not have funds sufficient to purchase and develop the land. In order to successfully implement our plan of operation, we will need to obtain additional financing. It is our intention to attempt to raise at least $2,000,000 through the sale of our securities over the next twelve months in order to grow the company.
Off Balance Sheet Arrangements
As of February 28, 2007, there were no off balance sheet arrangements.
Going Concern
At February 28, 2007, we had not yet achieved profitable operations, had accumulated losses of $48,690 since our inception and expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern.
Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.
Management has no formal plan in place to address this concern but considers that we will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that the following accounting policies fit this definition.
Capitalization of Mineral Claim Costs
Cost of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred until such time as reserves are proven. Costs incurred in proving and developing a property ready for production are capitalized and amortized over the life of the mineral deposit or over a shorter period if the property is shown to have an impairment in value. Expenditures for mining equipment are capitalized and depreciated over their useful life.
If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values.
Oil and Gas Properties
We follow the full cost method of accounting for oil and gas operations whereby all costs of exploring for and developing oil and gas reserves are initially capitalized on a country-by-country (cost centre) basis. Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition and exploration activities.
Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated gross proved reserves. Petroleum products and reserves are converted to a common unit of measure, using 6 MCF of natural gas to one barrel of oil.
Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether impairment has occurred. When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations.
If capitalized costs, less related accumulated amortization and deferred income taxes, exceed the “full cost ceiling” the excess is expensed in the period such excess occurs. The “full cost ceiling” is determined based on the present value of estimated future net revenues attributed to proved reserves, using current prices less estimated future expenditures plus the lower of cost and fair value of unproven properties within the cost centre.
Proceeds from a sale of petroleum and natural gas properties are applied against capitalized costs, with no gain or loss recognized, unless such a sale would alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost centre. Royalties paid net of any tax credits received are netted with oil and gas sales.
Recently Issued Accounting Pronouncements
Management does not believe that there are any recently issued accounting pronouncements but not yet effective accounting standards that could have a material effect on our financial statements.
Item 3. Controls and Procedures
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of February 28, 2007. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Mr. James D. Bunney. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of February 28, 2007, our disclosure controls and procedures are effective. There have been no changes in our internal controls over financial reporting during the quarter ended February 28, 2007.
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 are recorded, processed, summarized and reported, within the time periods specified in the SEC'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 Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Limitations on the Effectiveness of Internal Controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We have not issued securities without registration under the Securities Act during the three months ended February 28, 2007 which were not previously included in a Current Report on Form 8-K.
On April 5, 2007, we completed a private equity offering of 240,000 shares of our common stock at $0.25 per share to two investors. The gross proceeds we received from this offering were $60,000. We completed this offering pursuant to Regulation S of the Securities Act. Each investor represented to us that he was a non-US person as defined in Regulation S. We did not engage in a distribution of this offering in the United States. Each investor represented his intention to acquire the securities for investment only and not with a view toward distribution. We requested our stock transfer agent to affix appropriate legends to the stock certificate issued to each investor in accordance with Regulation S and the transfer agent affixed the appropriate legends. Each investor was given adequate access to sufficient information about us to make an informed investment decision.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended February 28, 2007.
Item 5. Other Information
None
Exhibit Number | Description of Exhibit |
2.1 | Agreement of Merger and Plan of Reorganization, dated as of December 29, 2006, by and among Farrier Resources Corp., Farrier Acquisition, Inc. and Nuance Resources Corp. (1) |
3.1 | Articles of Incorporation (2) |
3.2 | Certificate of Amendment to Articles of Incorporation (1) |
3.3 | By-Laws (2) |
10.1 | Participation Agreement between County Line Energy Corp. and Nuance Exploration Ltd. (1) |
10.2 | Dilution Agreement between Nuance Exploration Ltd. and County Line Energy Corp. (1) |
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1. | Incorporated by reference to current report on Form 8-K filed on January 4, 2007 |
2. | Previously filed as an exhibit to the Registration Statement filed on Form SB-2 on June 5, 2006. |
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Nuance Resources Corp. |
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Date: | April 16, 2007 |
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| By: /s/ James D. Bunney James D. Bunney Title: Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director |