UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 000-53565
NAVA RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| Nevada (State or other jurisdiction of incorporation or organization) | 20-8530914 (I.R.S. Employer Identification No.) | |
| Suite 206 – 595 Howe Street Vancouver, British Columbia, Canada (Address of principal executive offices) | V6C 2T5 (Zip Code) | |
| 778-218-9638 (Registrant's telephone number, including area code) | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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] No [ ]
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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 12,338,604 shares of common stock as of November 1, 2012.
NAVA RESOURCES INC.
Quarterly Report On Form 10-Q
For The Quarterly Period Ended
September 30, 2012
INDEX
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking information. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management of the Company and other matters. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information in order to encourage companies to provide prospective information about themselves without fear of litigation, so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. Forward-looking information may be included in this Quarterly Report on Form 10-Q or may be incorporated by reference from other documents filed with the Securities and Exchange Commission by the Company. You can find many of these statements by looking for words including, for example, “believes,” “expects,” “anticipates,” “estimates” or similar expressions in this Quarterly Report on Form 10-Q or in documents incorporated by reference in this Quarterly Report on Form 10-Q. Except as otherwise required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.
The Company has based the forward-looking statements relating to the Company’s operations on management’s current expectations, estimates and projections about the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to the following:
- strategies, outlook and growth prospects;
- future plans and potential for future growth;
- liquidity, capital resources and capital expenditures;
- growth in demand for our products;
- economic outlook and industry trends;
- developments of our markets;
- the impact of regulatory initiatives; and
- the strength of our competitors
F-3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The following unaudited interim financial statements of Nava Resources Inc.(sometimes referred to as "we", "us" or "our Company") are included in this quarterly report on Form 10-Q:
NAVA RESOURCES, INC.
(An Exploration Stage Company)
September 30, 2012
Index
| Interim Consolidated Balance Sheets | F-5 |
| Interim Consolidated Statements of Operations | F-6 |
| Interim Consolidated Statements of Cash Flows | F-7 |
| Notes to the Interim Consolidated Financial Statements | F-8 |
F-4
NAVA RESOURCES, INC.
(An Exploration Stage Company)
INTERIM CONSOLIDATED BALANCE SHEETS
| September 30, 2012 | June 30, 2012 | |||||
| (Unaudited) | ||||||
| ASSETS | ||||||
| Current | ||||||
| Cash and cash equivalents | $ | 12,294 | $ | 23,075 | ||
| Prepaid expense | 1,750 | 2,500 | ||||
| 14,044 | 25,575 | |||||
| Equipment | 928 | 76 | ||||
| TOTAL ASSETS | $ | 14,972 | $ | 25,651 | ||
| LIABILITIES | ||||||
| Current | ||||||
| Accounts payable and accrued liabilities | $ | 5,587 | $ | 5,584 | ||
| Due to related party (Note 3) | 1,655 | 1,089 | ||||
| Total current liabilities | 7,242 | 6,673 | ||||
| Going concern contingency (Note 1) | ||||||
| STOCKHOLDERS’ EQUITY | ||||||
| Common stock | ||||||
| 400,000,000 common shares authorized, $0.00001 par value | ||||||
| 12,338,604 common shares issued and outstanding (June 30, 2012 – 12,338,604) | 123 | 123 | ||||
| Additional paid-in capital | 236,793 | 236,793 | ||||
| Deficit accumulated during the exploration stage | (229,186 | ) | (217,938 | ) | ||
| Total stockholders’ equity | 7,730 | 18,978 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 14,972 | $ | 25,651 |
The accompanying notes are an integral part of these interim consolidated financial statements.
F-5
NAVA RESOURCES, INC.
(An Exploration Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
| Accumulated from July 21, | |||||||||
| Three months ended | Three months ended | 2005 (date of inception) to | |||||||
| September 30, 2012 | September 30, 2011 | September 30, 2012 | |||||||
| (Unaudited) | (Unaudited) | (Unaudited) | |||||||
| EXPENSES | |||||||||
| Amortization | $ | 73 | $ | 14 | $ | 1,314 | |||
| Consulting | - | 16,000 | |||||||
| Consulting – stock-based compensation | - | - | 48,047 | ||||||
| Exploration costs (Note 2) | - | - | 19,474 | ||||||
| Office and miscellaneous | 308 | 271 | 11,275 | ||||||
| Professional fees | 10,868 | 3,519 | 142,229 | ||||||
| Operating loss | (11,249 | ) | (3,804 | ) | (238,339 | ) | |||
| Other items | |||||||||
| Cost recovery | - | - | 1,000 | ||||||
| Interest income | 1 | 5 | 8,153 | ||||||
| NET AND COMPREHENSIVE LOSS | $ | (11,248 | ) | $ | (3,799 | ) | $ | (229,186 | ) |
| BASIC AND DILUTED LOSS | |||||||||
| PER SHARE | $ | 0.00 | $ | 0.00 | |||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: | |||||||||
| BASIC AND DILUTED | 12,338,604 | 12,338,604 |
The accompanying notes are an integral part of these interim consolidated financial statements.
F-6
NAVA RESOURCES, INC.
(An Exploration Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
| Accumulated | |||||||||
| from July 21, | |||||||||
| Three months ended | Three months ended | 2005 (date of inception) to | |||||||
| September 30, 2012 | September 30, 2011 | September 30, 2012 | |||||||
| (Unaudited) | (Unaudited) | (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||
| Net loss | $ | (11,248 | ) | $ | (3,799 | ) | $ | (229,186 | ) |
| Non-cash operating items: | |||||||||
| Amortization | 73 | 14 | 1,314 | ||||||
| Consulting – stock based compensation | - | - | 48,047 | ||||||
| Changes in non-cash working capital items: | |||||||||
| Prepaid expense | 750 | - | (1,750 | ) | |||||
| Accounts payable and accrued liabilities | 412 | 494 | 5,996 | ||||||
| Net cash used in operating activities | (10,013 | ) | (3,291 | ) | (175,579 | ) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||
| Acquisition of equipment | (925 | ) | - | (2,243 | ) | ||||
| Net cash used in investing activities | (925 | ) | - | (2,243 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||
| Issuance of capital stock | - | - | 188,870 | ||||||
| Due to related parties | 157 | (3,756 | ) | 1,246 | |||||
| Net cash provided by financing activities | 157 | (3,756 | ) | 190,116 | |||||
| Change in cash and cash equivalents | (10,781 | ) | (7,047 | ) | 12,294 | ||||
| Cash and cash equivalents, beginning | 23,075 | 62,180 | - | ||||||
| Cash and cash equivalents, ending | $ | 12,294 | $ | 55,133 | $ | 12,294 | |||
| Cash and cash equivalents consists of: | |||||||||
| Cash on hand | $ | 12,294 | $ | 3,282 | $ | 12,294 | |||
| Term deposit | - | 51,851 | - | ||||||
| $ | 12,294 | $ | 55,133 | $ | 12,294 | ||||
| Supplemental disclosures with respect to cash flows: | |||||||||
| Cash paid during the period for: | |||||||||
| Interest | $ | - | $ | - | $ | - | |||
| Income taxes | $ | - | $ | - | $ | - | |||
The accompanying notes are an integral part of these interim consolidated financial statements.
F-7
NAVA RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
Nava Resources Inc. (the "Company") was incorporated on July 21, 2005 under the laws of the state of Nevada. The Company’s wholly owned subsidiary, Nava Resources, Canada Inc. (“Nava Resources, Canada”), was incorporated in Canada on August 9, 2005. The Company is an exploration stage company. The Company’s principal business is the acquisition and exploration of mineral properties. The Company has not yet determined whether its property contains mineral reserves that are economically recoverable.
Basis of Presentation
The accompanying consolidated interim financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial statement presentation and in accordance with Form 10-Q. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year. These unaudited financial statements should be read in conjunction with the Company’s annual financial statements included in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on September 17, 2012.
These consolidated interim financial statements include the accounts of the Company and Nava Resources, Canada. All intercompany balances and transactions have been eliminated upon consolidation.
Going Concern
These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and has not paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The Company has cumulative losses since inception of $229,186. These factors raise significant doubt about the ability of the Company to continue as going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and to determine the existence, discovery and successful exploitation of economically recoverable reserves in its resource property.
These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management of the Company has undertaken steps as part of a plan with the goal of sustaining Company operations for the next twelve months and beyond. These steps include: (a) continuing efforts to raise additional capital and/or other forms of financing; and (b) controlling overhead and expenses. There can be no assurance that any of these efforts will be successful.
2. MINERAL PROPERTY INTEREST
On October 20, 2010, the Company staked a claim located in the Victoria mining division of the Province of British Columbia, Canada. During the period ended September 30, 2012, the Company incurred exploration costs amounting to $Nil (September 30, 2011 - $Nil) on the property.
F-8
NAVA RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
3. RELATED PARTY TRANSACTIONS
As at September 30, 2012, $1,655 (June 30, 2012 - $680) was due to a director of the Company and a company controlled by a director of the Company. As at September 30, 2012 $Nil (June 30, 2012 - $409) was due to a former director of the Company, which has been reallocated to accounts payable and accrued liabilities during the period ended September 30, 2012. These amounts are unsecured, do not bear interest and have no fixed terms of repayment.
4. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the consolidated financial statements were issued and filed with SEC. The Company has determined that there are no other events that warrant disclosure or recognition in the consolidated financial statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition, changes in financial condition and results of operations for the three months ended September 30, 2012 and 2011 should be read in conjunction with our unaudited interim consolidated financial statements and related notes for the three months ended September 30, 2012 and 2011. Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Form 10-K for the fiscal year ended June 30, 2012 filed by the Company with the Securities and Exchange Commission.
All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
F-9
Overview of our Business
We are an exploration stage company formed for the purposes of acquiring, exploring and, if warranted and feasible, developing natural resource properties. We have a claim that was staked to acquire a position in the Sicker Group, a sequence of volcanic rocks known to be very prospective for the occurrence of polymetallic volcanogenic massive sulphide deposits (VMS), commonly referred to as Kuroko type deposits. Our objective is to conduct exploration activities on the Molly1 Claim to assess whether they possess evidence of mineralization sufficient to merit further exploration activities. The Molly1 Claim is without known reserves.
Plan of Operation
Our plan of operation for the next twelve months is to complete the following objectives within the time periods specified, subject to our obtaining any additional funding necessary for the continued exploration of our mineral claims. We have completed our Phase One exploration program but not Phase Two. We will have to raise additional funds if we decide to proceed with a Phase Two program or enter into a joint venture or option agreement with another company.
1. Since the next anniversary date of the Claims is October 20, 2013 we will need to arrange some exploration work worth approximately $1,700 or pay the Province of British Columbia $1,700 in lieu of filing exploration expenses in order to keep the Claims in good standing.
2. We conducted a Phase One program of prospecting and lithogeochemical sampling of Sicker Group rocks in the Lake Cowichan area, Vancouver Island in 2010. The Sicker Group is prospective for polymetallic ‘Kuroko-type’ massive sulphide deposits rich in copper, lead, zinc, silver and gold and is exposed in a number of structural uplifts on Vancouver Island.
3. We will be further analyzing the data received and if warranted conducting further work on the property in November / December 2012 . Depending on scope, this further work may include geological mapping, a geochemical survey, trenching, sampling and analysis.
4. In the case that the Phase Two exploration program takes place, we will review its results in February 2013. Further work on the property may be undertaken if justified by the results of Phase Two. A joint venture relationship may be explored at some future point as justified to offset the costs of continued exploration and drilling if warranted.
We may consider entering into a joint venture partnership by linking with a major resource company to provide the required funding to complete exploration beyond Phase Two. We have not undertaken any efforts to locate a joint venture partner at this point. If we enter into a joint venture arrangement, we will assign a percentage of our interest in our mineral claims to the joint venture partner.
5. We will also be evaluating other opportunities that might be brought to our attention.
F-10
Revenues
During the quarter ended September 30, 2012, we had no revenues. We have had no operating revenues since our inception on July 21, 2005 to September 30, 2012. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.
General and Administrative Expenses
Our general and administrative expenses in the three months ended September 30, 2012 increased to $11,249 from $3,804 in the three months ended September 30, 2011, primarily as a result of professional fees in the current quarter.
Mineral Property Costs
In the three months ended September 30, 2012, we did not incur any mineral property costs compared to no mineral property costs in the three months ended September 30, 2011.
Rent
Our office space is being provided free of charge. They can be no assurance that it will continue to be provided free of charge.
Net Loss
As a result of the above, our net loss for the three months ended September 30, 2012 was $11,248, as compared to $3,799 in the three months ended September 30, 2011. Our net loss from inception (July 21, 2005) through September30, 2012 was $229,215.
Liquidity and Capital Resources
At September 30, 2012, we had cash of $12,294 and a working capital of $5,052. During the 12 month period following the date of this quarterly report, we anticipate that we will not generate any revenue. We believe that we have enough cash on hand to complete our Phase One exploration program and commence a fairly basic Phase Two program. If the results of the Phase One are particularly encouraging, we may wish to raise additional funds for a more in depth Phase Two program starting in February 2013. Additional funds will need to be raised to support work that may be undertaken subsequent to Phase Two.
If additional funds are required, the additional funding will likely come from equity financing from the sale of our common stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our exploration activities. In the absence of such financing, our business will likely fail.
F-11
Going Concern
We have not generated any revenues since inception. As of September 30, 2012, the Company had accumulated losses of $229,186. Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles and are expressed in U.S. dollars.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
Item 4. Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of September 30, 2012. Based on that evaluation, the principal executive officer and principal financial officer has identified that the lack of segregation of accounting duties as a result of limited personnel resources is a material weakness of its financial procedures. Other than for this exception, the principal executive officer and principal financial officer believes the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
F-12
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We currently are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.
Item 1A. Risk Factors
Smaller reporting companies are not required to provide the information required by this Item 1A
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None
Purchases of equity securities by the issuer and affiliated purchasers
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
F-13
Item 6. Exhibits
Exhibit 32 – Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| 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 Securities 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.
F-14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NAVA RESOURCES, INC. | |
By: /s/ Jag Sandhu |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
| /s/ Jag Sandhu Jag Sandhu | President, Chief Executive Officer and Director, Principal Executive, Financial and Accounting Officer | November 1, 2012 |
| /s/ Don Blackadar Don Blackadar | Director | November 1, 2012 |