UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
| | |
| [X] | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| | |
| | For the quarterly period endedJuly 31, 2016 |
| | |
| [ ] | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 |
| | |
| | For the transition period from __________ to __________ |
| | |
| | Commission File Number:333-199013 |
Nogales Resources Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 35-2510378 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| |
| 4/F Fung House 20 Connaught Road, Central, Hong Kong |
| (Address of principal executive offices) |
| |
| +86-21-63916701 |
| (Registrant’s telephone number) |
| |
| PO Box 80, Calle Columbia, Colonia 5 de Diciembre, Puerto Vallarta, CP48351, Jalisco, México |
| (Former name, former address and former fiscal year, if changed since last report) |
Indicated by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
[ ] Large accelerated filer [ ] Non-accelerated filer | [ ] Accelerated filer [X] Smaller reporting company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,790,000 common shares as of September 13, 2016.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our consolidated financial statements included in this Form 10-Q are as follows:
These unaudited 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-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended July 31, 2016 are not necessarily indicative of the results that can be expected for the full year.
NOGALES RESOURCES CORP.
CONSOLIDATED BALANCE SHEETS
| | July 31, | | April 30, |
| | 2016 | | 2016 |
| | (Unaudited) | | |
| ASSETS | | | |
| Current | | | |
| Cash | $ | 10,567 | | | $ | 20,403 | |
| Prepaid expenses | | 346 | | | | 5,000 | |
| Total current assets | | 10,913 | | | | 25,403 | |
| Total assets | $ | 10,913 | | | $ | 25,403 | |
| | | | | | | | |
| LIABILITIES | | | | | | | |
| Current | | | | | | | |
| Accounts payable and accrued liabilities | $ | 4,162 | | | $ | — | |
| Notes payable – Note 4 | | 48,978 | | | | 48,978 | |
| Accrued interest on notes payable – Note 4 | | 835 | | | | — | |
| Total current liabilities | | 53,975 | | | | 48,978 | |
| | | | | | | | |
| Long term | | | | | | | |
| Due to related party – Note 3 | | 39,100 | | | | 39,100 | |
| Accrued interest – related party- Note 3 | | 4,004 | | | | 3,413 | |
| Total long term liabilities | | 43,104 | | | | 42,513 | |
| | | | | | | | |
| Total liabilities | | 97,079 | | | | 91,491 | |
| | | | | | | | |
| STOCKHOLDER'S DEFICIT | | | | | | | |
| Preferred stock, $0.001 par value | | | | | | | |
10,000,000 shares authorized, none issued and outstanding
as of July 31, 2016 and April 30, 2016. – Note 5 | | — | | | | — | |
| Common stock, $0.001 par value | | | | | | | |
90,000,000 shares authorized 2,790,000 shares issued and
outstanding as of July 31, 2016 and April 30, 2016. – Note 5 | | 2,790 | | | | 2,790 | |
| Additional paid in capital | | 18,135 | | | | 18,135 | |
| Accumulated deficit | | (107,091 | ) | | | (87,013 | ) |
| Total stockholder's deficit | | (86,166 | ) | | | (66,088 | ) |
| Total liabilities & stockholder’s deficit | $ | 10,913 | | | $ | 25,403 | |
See accompanying notes that are an integral part of these unaudited consolidated financial statements
NOGALES RESOURCES CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | Three Months Ended |
| | July 31 |
| | 2016 | | 2015 |
| | | | |
| Operating expenses | | | |
| Interest expense (Note 3 and 5) | $ | 1,426 | | | $ | 384 | |
| Professional fees | | 6,000 | | | | 7,495 | |
| Legal fees | | 2,655 | | | | 2,925 | |
| Office expenses | | 6,106 | | | | 785 | |
| Transfer and filing fees | | 3,891 | | | | 1,475 | |
| | | | | | | | |
| | | | | | | | |
| Net loss | $ | (20,078 | ) | | $ | (13,064 | ) |
| | | | | | | | |
| | | | | | | | |
| Net loss per common share – basic and diluted | $ | (0.01 | ) | | $ | (0.00 | ) |
| | | | | | | | |
| Weighted average number of common shares outstanding - basic and diluted | | 2,790,000 | | | | 2,790,000 | |
See accompanying notes that are an integral part of these unaudited consolidated financial statements
NOGALES RESOURCES CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | Three Months Ended |
| | July 31 |
| | 2016 | | 2015 |
| | | | |
| Cash flows from operating activities | | | |
| Net loss | $ | (20,078 | ) | | $ | (13,064 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
| Interest expenses | | 1,426 | | | | 384 | |
| Changes in operating assets and liabilities: | | | | | | | |
| Prepaid expenses | | 4,654 | | | | 1,000 | |
| Accounts payable and accrued liabilities | | 4,162 | | | | 4,589 | |
| Net cash used in operating activities | | (9,836 | ) | | | (7,091 | ) |
| | | | | | | | |
| Cash flows from financing activities | | | | | | | |
| Proceeds from related party notes payable | | — | | | | 7,000 | |
| Net cash provided by financing activities | | — | | | | 7,000 | |
| | | | | | | | |
| Change in cash during the period | | (9,836 | ) | | | (91 | ) |
| Cash, beginning of the period | | 20,403 | | | | 663 | |
| Cash, end of the period | $ | 10,567 | | | $ | 572 | |
| Supplemental information | | | | | | | |
| Interest and taxes paid in cash | $ | — | | | $ | — | |
See accompanying notes that are an integral part of these unaudited consolidated financial statements
NOGALES RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2016
(Unaudited)
Note 1Nature of Operations and Ability to Continue as a Going Concern
The Company was incorporated in the state of Nevada, United States of America on April 9, 2014. The Company was formed for the purpose of acquiring and developing mineral properties. The Company’s year-end is April 30.
Basis of presentation
The unaudited interim consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Annual Report on Form 10-K of the Company for the year ended April 30, 2016. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three ended July 31, 2016, are not necessarily indicative of the results that may be expected for the year ending April 30, 2017. For further information, these unaudited interim consolidated financial statements and the related notes should be read in conjunction with the Company’s audited consolidated financial statements for the year ended April 30, 2016, included in the Company’s report on Form 10-K
Going Concern
These consolidated financial statements have been prepared assuming the Company will continue as a going concern and will be able to meet its obligations and continue its operations for its next fiscal year. 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. The Company has yet to achieve profitable operations, has accumulated losses of $107,091 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.
Note 2Mineral Property
On May 20, 2014, the Company entered into a property option agreement whereby NRC Exploration LLC, a wholly owned subsidiary of the Company, was granted an option to earn up to a 100% interest in the Donald mineral. The Donald mineral property is located in the Omineca mining district of the Province of British Columbia Canada.
In May 2015, the underlying claims lapsed and the Company recorded an impairment of $1,150 during the year ended April 30, 2015, resulting in the property being recorded at $nil at July 31, 2016 and April 30, 2016.
Note 3Related Party Transactions
An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein.
On April 28, 2014, the Company’s former president loaned $23,000 to the Company and the Company issued a promissory note in the amount of $23,000. The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.
On June 29, 2015, the Company’s former president loaned $7,000 to the Company and the Company issued a promissory note in the amount of $7,000. The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.
On August 26, 2015, the Company’s former president loaned $3,600 to the Company and the Company issued a promissory note in the amount of $3,600. The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.
On October 26, 2015, the Company’s former president loaned $4,000 to the Company and the Company issued a promissory note in the amount of $4,000. The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.
On February 9, 2016, the Company’s former president loaned $1,500 to the Company and the Company issued a promissory note in the amount of $1,500. The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.
No payments have been made on the above notes, and the total principal due on these notes at July 31, 2016 and April 30, 2016 is $39,100.
During the three months ended July 31, 2016 the Company recorded interest expense of $591 (July 31, 2015 - $384) pursuant to these promissory notes. Total accrued interest on these note as of July 31, 2016 and April 30, 2016 was $4,005 and $3,413, respectively.
Note 4Notes Payable
On April 6, 2016, $23,978 was loaned to the Company by an unrelated party. The loan carries an interest rate of 6 % per annum, is unsecured and is payable on demand.
On April 30, 2016, $25,000 was loaned to the Company by an unrelated party. The loan carries an interest rate of 6 % per annum, is unsecured and is payable on demand.
During the three months ended July 31, 2016 the Company accrued interest expense of $835 (July 31, 2015 - $nil) pursuant to these notes payable. Total accrued interest on these note as of July 31, 2016 and April 30, 2016 was $835 and $nil, respectively.
Note 5Capital Stock
The authorized common stock of the Company consists of 90,000,000 shares of common stock with par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. As of July 31, 2016 the Company had 2,790,000 common stock and zero preferred stock outstanding.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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.” 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. 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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
We are a mineral exploration company incorporated in Nevada on April 9, 2014. On May 8, 2014, we incorporated a wholly-owned subsidiary, NRC Exploration LLC in the state of Nevada, for the purposes of mineral exploration. On May 20, 2014, our consulting geologist introduced us to a mineral property and we acquired an option on that property whereupon we can acquire 100% legal and beneficial ownership interest in a mineral claim known as the Donald mineral claim. The Donald mineral claim is located in the Omineca Mining District located in the central part of the Province of British Columbia, Canada.
In view of the current world wide depressed market for metals, we have chosen not to incur additional exploration cost on the Donald Property at this time and are no longer pursuing exploration or development of the property. Management is currently searching for other opportunities in the mineral exploration field.
Results of Operations for the three months ended July 31, 2016.
For the three months ended July 31, 2016 we did not earned any revenues. For the three months ended July 31, 2016 we incurred expenses and a net loss in the amount of $20,078 (2015 – $13,064). Our expenses during the quarter consisted of audit and accounting fees of $6,000 (2015 – $7,495), Office and miscellaneous expenses of $6,097 (2015 – $792), legal fees of $2,655 (2015 – $2,925), transfer and filing fees of $3,892 (2015 – $1,475) and interest expense of $1,427 (2015 – $384).
Office expenses increased during the period due to the hiring of an outside contractor to handle our office and administration work. Our losses are attributable to operating expenses together with a lack of any revenues.
Liquidity and Capital Resources
As of July 31, 2016, we had total current assets of $10,913, consisting of cash of $10,567 and prepaid of $346. We had current liabilities of $53,975. Accordingly, we had a working capital deficit of $43,062 as of July 31, 2016 (April 30, 2016 working capital deficit of $23,575).
To date, we have funded our operations primarily through loans from Misael Aguirre, our former sole executive officer, and director and from unrelated third parties. As of July 31, 2016, we owed Mr. Aguirre at total of $39,1000 in principal, plus accrued interest of $3,413. The amounts loaned by Mr. Aguirre earn interest at a rate of 6% per annum, are unsecured and are due on December 31, 2018. As of July 31, 2016, we owed an additional $48,978 in principal to an unrelated third party. The amounts loaned by the third party earn interest at a rate of 6% per annum, are unsecured and payable on demand.
We do not currently have sufficient funds to repay our existing debts. If we are unable to secure additional financing, we could fail and investors may lose some or all of their investment. In addition, we are no longer pursuing exploration or development of the Donald Property and are currently searching for other opportunities in the mineral exploration field. As such, we are unable to provide an accurate estimate of our financial requirements for the next twelve months. If we do identify a suitable business opportunity that we wish to pursue, we will likely need substantial financing. If we fail to obtain sufficient financing, our ability to pursue alternative business opportunities may be limited. We do not currently have any financing arrangements in place, and there is no assurance that sufficient financing will be available to us when needed.
Going Concern
As discussed in the notes to our consolidated financial statements, we have no established source of revenue. This has raised substantial doubt for our auditors about our ability to continue as a going concern. Without realization of additional capital, it would be unlikely for us to continue as a going concern.
Our activities to date have been supported by equity financing. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan.
Off Balance Sheet Arrangements
As of July 31, 2016, there were no off balance sheet arrangements.
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. Currently, we do not believe that any accounting policies fit this definition.
Recently Issued Accounting Pronouncements
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information required by this Item.
Item 4. 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 July 31, 2016. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Ms. Lei Yang. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of July 31, 2016, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the quarter ended July 31, 2016.
Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.
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. 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 1A: Risk Factors
A smaller reporting company is not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
| Exhibit Number | Description of Exhibit |
| 3.1 | Articles of Incorporation (1) |
| 3.2 | By-laws (1) |
| 10.1 | Promissory Note in the amount of $23,000 due December 31, 2018 (1) |
| 10.2 | Geological Consultant Engagement Letter (1) |
| 10.3 | Consulting Geologist Agreement (1) |
| 10.4 | Property Option Agreement (1) |
| 10.5 | Corporate Administrative Services Agreement with Melville Business Services Inc. (1) |
| 10.6 | Promissory Note in the amount of $7,000 due December 31, 2018 (2) |
| 10.7 | Promissory Note in the amount of $3,600 due December 31, 2018 (3) |
| 10.8 | Promissory Note in the amount of $4,000 due December 31, 2018 (4) |
| 10.9 | Promissory Note in the amount of $1,500 due December 31, 2018 (5) |
| 10.1 | Promissory Note in the amount of $23,977.50 due on demand (6) |
| 10.11 | Promissory Note in the amount of $25,000 due on demand (6) |
| 31.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101 | Materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2016 formatted in Extensible Business Reporting Language (XBRL). |
(1) Incorporated by reference to Registration Statement on Form S-1 filed on September 29, 2014.
(2) Incorporated by reference to Form 10-K filed on July 9, 2015.
(3) Incorporated by reference to Form 10-Q filed on September 14, 2015.
(4) Incorporated by reference to Form 10-Q filed on December 14, 2015.
(5) Incorporated by reference to Form 10-Q filed on March 9, 2016.
(6) Incorporated by reference to Form 10-K filed on July 27, 2016.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | |
| | Nogales Resources Corp. |
| | |
| Date: | September 14, 2016 |
| | |
| By: | /s/ Lei Yang Lei Yang |
| Title: | Chief Executive Officer and Director |
