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
For the quarterly period ended May 31, 2003
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[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period to
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Commission File Number 333-100261
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NORTHWARD VENTURES INC.
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- -
(Exact name of small Business Issuer as specified in its charter)
Nevada 98-0377543
- --------------------------------- -----------------------------
- ---
(State or other jurisdiction of (IRS Employer Identification
No.)
incorporation or organization)
1066 West Hastings Street, Suite 2120
Vancouver, British Columbia V6E 3X1
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- ---
(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: 604-562-6660
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None
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(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 [ ] Yes [X] No
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 4,210,000 shares of $0.001
par value common stock outstanding as of July 16, 2003.
NORTHWARD VENTURES INC.
(An Exploration Stage Company)
UNAUDITED INTERIM FINANCIAL STATEMENTS
MAY 31, 2003
(Stated in U.S. Dollars)
NORTHWARD VENTURES INC.
(An Exploration Stage Company)
INTERIM BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)
MAY 31 AUGUST 31
2003 2002
-------------------
ASSETS
Current
Cash $34,240 $ 55,334
Prepaid expenses - 2,500
-----------------
$34,240 $ 57,834
=================
LIABILITIES
Current
Accounts payable and accrued liabilities $500 $ 2,050
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SHAREHOLDERS' EQUITY
Share Capital
Authorized:
100,000,000 common shares, par value $0.001
per share
10,000,000 preferred shares, par value $0.001
per share
Issued and outstanding:
4,210,000 common shares 4,210 4,210
Additional paid-in capital 72,790 72,790
Deficit Accumulated During The Exploration (43,260) (21,216)
Stage ----------------
33,740 55,784
----------------
$34,240 $ 57,834
================
NORTHWARD VENTURES INC.
(An Exploration Stage Company)
INTERIM STATEMENT OF LOSS
(Unaudited)
(Stated in U.S. Dollars)
PERIOD
FROM
DATE OF
THREE NINE INCEPTION
MONTHS MONTHS JUNE 18
ENDED ENDED 2002 TO
MAY 31 MAY 31 MAY 31
2003 2003 2003
Expenses
Consulting fees $ - $ - $ 6,000
Filing fees 616 2,987 2,987
Office and sundry 264 672 838
Professional fees 5,445 13,385 18,435
Mineral property option - - 8,000
payments (Note 4)
Mineral property exploration 5,000 5,000 7,000
expenditures -----------------------------
Net Loss For The Period $ 11,325 $ 22,044 $ 43,260
=============================
Basic And Diluted Loss Per $ (0.01) $ (0.01)
Share =============================
Weighted Average Number Of
Shares Outstanding 4,210,000 4,210,000
NORTHWARD VENTURES INC.
(An Exploration Stage Company)
INTERIM STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
PERIOD
FROM
DATE OF
THREE NINE INCEPTION
MONTHS MONTHS JUNE 18
ENDED ENDED 2002 TO
MAY 31 MAY 31 MAY 31
2003 2003 2003
--------------------------
Cash Flows From Operating
Activities
Net loss for the period $(11,325)$(22,044)$(43,260)
Adjustments To Reconcile Net Loss
To Net Cash Used By Operating
Activities
Prepaid expenses 450 2,500 -
Accounts payable and accrued - (1,550) 500
liabilities -----------------------------
(10,875) (21,094) (42,760)
Cash Flows From Financing Activity
Share capital issued - - 77,000
(Decrease) Increase In Cash (10,875) (21,094) 34,240
Cash, Beginning Of Period 45,115 55,334 -
-------------------------------
Cash, End Of Period $ 34,240 $ 34,240 $ 34,240
===============================
NORTHWARD VENTURES INC.
(An Exploration Stage Company)
INTERIM STATEMENT OF SHAREHOLDERS' EQUITY
MAY 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
COMMON STOCK
ADDITION
AL PAID-
SHARES AMOUNT IN DEFICIT TOTAL
CAPITAL
Opening balance,
June 18, 2002 - $- $ - $ - $ -
June 2002 - Shares
issued for cash at 2,000,000 2,000 - - 2,000
$0.001
July 2002 - Shares
issued for cash at 1,000,000 1,000 9,000 - 10,000
$0.01
July 2002 - Shares 1,200,000 1,200 58,800 - 60,000
issued for cash at
$0.05
August 2002 - Shares
issued for cash at 10,000 10 4,990 - 5,000
$0.50
Net loss for the - - - (21,216)(21,216)
period ------------------------------------------------
Balance, August 31, 4,210,000 4,210 72,790 (21,216) 55,784
2002
Net loss for the - - - (22,044) (22,044)
period ------------------------------------------------
Balance, May 31, 4,210,000 $4,210 $ 72,790 $ (43,260)$ 33,740
2003 ================================================
NORTHWARD VENTURES INC.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
MAY 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
1.BASIS OF PRESENTATION
The unaudited interim financial statements as of May 31, 2003 included
herein have been prepared without audit pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with United States generally accepted
accounting principles have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. It is suggested that these
financial statements be read in conjunction with the August 31, 2002
audited financial statements and notes thereto.
2. NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada, U.S.A., on June
18, 2002.
b) Exploration Stage Activities
The Company has been in the exploration stage since its formation and
has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining
properties. Upon location of a commercial minable reserve, the
Company expects to actively prepare the site for its extraction and
enter a development stage.
c)Going Concern
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company has
incurred a net loss of $43,260 for the period from June 18, 2002
(inception) to May 31, 2003, and has no sales. The future of the
Company is dependent upon its ability to obtain financing and upon
future profitable operations from the development of its mineral
properties. Management has plans to seek additional capital through a
private placement and public offering of its common stock. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts
of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.
NORTHWARD VENTURES INC.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
MAY 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
3.SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance
with generally accepted accounting principles in the United States.
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 have been
made using careful judgement.
The financial statements have, in management's opinion, been properly
prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below:
a)Mineral Property Option Payments and Exploration Costs
The Company expenses all costs related to the maintenance and
exploration of mineral claims in which it has secured exploration
rights prior to establishment of proven and probable reserves. To
date, the Company has not established the commercial feasibility of
its exploration prospects, therefore, all costs are being expensed.
b)Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of
revenues and expenses for the reporting period. Actual results could
differ from these estimates.
c)Income Taxes
The Company has adopted Statement of Financial Accounting Standards
No. 109 - "Accounting for Income Taxes" (SFAS 109). This standard
requires the use of an asset and liability approach for financial
accounting, and reporting on income taxes. If it is more likely than
not that some portion or all of a deferred tax asset will not be
realized, a valuation allowance is recognized.
NORTHWARD VENTURES INC.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
MAY 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
3.SIGNIFICANT ACCOUNTING POLICIES (Continued)
d)Basic and Diluted Loss Per Share
In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss
per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares
outstanding. Diluted loss per common share is computed similar to
basic loss per common share except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the
additional common shares were dilutive.
4.MINERAL PROPERTY INTEREST
The Company has entered into an option agreement, dated July 29, 2002,
to acquire a 70% interest in three mineral claims located in the Sudbury
Mining District in Ontario, Canada.
In order to earn its interests, the Company made cash payments totalling
$8,000 on signing and must incur exploration expenditures totalling
$200,000 as follows:
Exploration expenditures:
- $25,000 by July 31, 2003;
- A further $175,000 by July 31, 2004.
The properties are subject to a 1% net smelter return royalty.
5. CONTINGENCY
Mineral Property
The Company's mineral property interests have been acquired pursuant to
option agreements. In order to retain its interest, the Company must
satisfy the terms of the option agreements described in Note 4.
Item 2. Management's Discussion and Analysis or Plan of Operation
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements that involve
risks and uncertainties. We use words such as anticipate, believe, plan,
expect, future, intend and similar expressions to identify such forward-
looking statements. You should not place too much reliance on these
forward-looking statements. Our actual results are likely to differ
materially from those anticipated in these forward-looking statements for
many reasons, including the risks faced by us described in this Risk
Factors section and elsewhere in this annual report.
Plan of Operation
Our plan of operations for the twelve months following the date of this
report is to complete the recommended phase one exploration program on the
North Manchester Property. We anticipate that the program will cost
approximately $25,000.
In addition, we anticipate spending an additional $10,000 on professional
fees, including fees payable in connection with the filing of this
registration statement and complying with reporting obligations.
Total expenditures over the next 12 months are therefore expected to be
$35,000.
We are able to proceed with phase one of the exploration program without
additional financing. Completion of these exploration expenditures will
also enable us to meet the exploration expenditure requirement under the
option agreement respecting the North Manchester Property for the period
through July 31, 2003.
We commenced Phase 1 of our exploration program on April 23, 2003. We
anticipate completing this initial program in late July or early August
2003. We anticipate proceeding with phase two of the exploration program,
if warranted, in 2004. We will obtain a geological report upon the
completion of each phase summarizing the results of that phase. The costs
of the geological reports are included in the cost of the exploration
program.
Results Of Operations for Nine-Month Period Ended May 31, 2003
We incurred operating expenses in the amount of $22,044 for the nine-month
period ended May 31, 2003 including professional fees of $13,385, mineral
property exploration expenditures on the North Manchester Property of
$5,000, filing fees of $2,987 and office and sundry costs of $672.
At quarter end, we had cash on hand of $34,240. Our liabilities at the same
date totaled $500 and consisted of accounts payable and accrued
liabilities.
PART II- OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceeding. Management is
not aware of any threatened litigation, claims or assessments.
Item 2. Changes in Securities
The Company did not issue any securities during the quarter ended May 31,
2003.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Report on Form 8-K
99.1 Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
99.2 Certification of Principal Accounting Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
There were no reports filed on Form 8-K during the three month period ended
May 31, 2003.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Northward Ventures Inc.
/s/ Michael Waggett
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Michael Waggett
President, Chief Executive
Officer and Director
(Principal Executive Officer)
Dated: July 16, 2003
Northward Ventures Inc.
/s/ Suzette Lewis
---------------------------
Suzette Lewis
Secretary, Treasurer, Chief
Financial Officer and Director
(Principal Financial Officer)
Dated: July 16, 2003
Exhibit 99.1
CERTIFICATION
I, Michael Waggett, President and Chief Executive Officer of Northward
Ventures Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Northward
Ventures Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: July 16, 2003 /s/ Michael Waggett
--------------------------------
Michael Waggett
President, C.E.O. and Director
(Principal Executive Officer)
Exhibit 99.2
CERTIFICATION
I, Suzette Lewis, Secretary, Treasurer and Chief Financial Officer of
Northward Ventures Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Northward
Ventures Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing
the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls.
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: July 16, 2003 /s/ Suzette Lewis
------------------------------
Suzette Lewis
Secretary, Treasurer & C.F.O.
(Principal Financial Officer)