UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2009
Commission file number 333-144840
Northern Minerals Inc.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 20-8624019
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
167 Caulder Drive
Oakville, Ontario, Canada L6J 4T2
(Address of Principal Executive Offices & Zip Code)
(905) 248-3277
(Telephone Number)
Damian O'Hara
167 Caulder Drive
Oakville, Ontario, Canada L6J 4T2
(905) 248-3277
(Name, Address and Telephone Number of Agent for Service)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate 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. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do Not Check if a Smaller Reporting Company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of March 31, 2009, the registrant had 5,400,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market had been established as of March 31, 2009.
NORTHERN MINERALS INC.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Business 3
Item 1A. Risk Factors 11
Item 2. Properties 12
Item 3. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Securities Holders 12
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 13
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 14
Item 8. Financial Statements and Supplementary Data 17
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 27
Item 9A. Controls and Procedures 28
Part III
Item 10. Directors and Executive Officers 30
Item 11. Executive Compensation 33
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 34
Item 13. Certain Relationships and Related Transactions 35
Item 14. Principal Accounting Fees and Services 35
Part IV
Item 15. Exhibits 36
Signatures 36
2
PART I
ITEM 1. BUSINESS
We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
There is the likelihood of our mineral claims containing little or no economic
mineralization. The Eat property consists of four contiguous, located, lode
mineral claims, known as Eat 1-4, comprising a total of 82.64 acres. If our
claims do not contain any reserves, all funds that we spend on exploration will
be lost. Even if we complete our current exploration program and are successful
in identifying a mineral deposit we may be required to expend substantial funds
on further drilling and engineering studies before we will know if we have a
commercially viable mineral deposit or reserve.
Glossary of Mining Terms:
Aeromagnetic survey - a magnetic survey conducted from the air normally
using a helicopter or fixed-wing aircraft to carry the detection instrument
and the recorder. Total intensity magnetic field of the earth in gammas
relative to an arbitrary datum.
Alluvial - unconsolidated sediments that are carried and hence deposited by
a stream or river. In the southwest USA most in filled valleys often
between mountain ranges were deposited with alluvium.
Andesitic to basaltic composition - a range of rock descriptions using the
chemical make-up or mineral norms of the same.
Aphanitic - fine grained crystalline texture.
Blind-basin - a basin practically closed off by enveloping rock exposures
making the central portion of unconsolidated alluvial basin isolated.
Colluvium - loose, unconsolidated material usually derived by gravitational
means, such as falling from a cliff or scarp-face and often due to a sort
of benign erosion such as heating and cooling in a desert environment.
Desert wash - out-wash in dry (desert) or arid areas of colluvium or
alluvial material accumulated on the sides of valleys or basin channels by
often irregular and violent water flow, i.e. flash floods.
Elongate basin - a longer than wide depression that could be favorable to
in-filling by material from adjacent eroding mountains.
Formation - the fundamental unit of similar rock assemblages used in
stratigraphy.
3
Intermontane belt - between mountains (ranges), a usually longer than wide
depression occurring between enclosing mountain ranges that supply the
erosional material to infill the basin.
Lode mineral claim (Nevada) - with a maximum area contained within 1500'
long by 600' wide = 20.66 acres.
Overburden or Drift Cover - any loose material which overlies bedrock.
Plagioclase feldspar - a specific range of chemical composition of common
or abundant rock forming silicate minerals.
Playa - the lowest part of an intermontane basin which is frequently
flooded by run-off from the adjacent highlands or by local rainfall.
Plutonic, igneous or intrusive rock - usually a medium to coarser grain
sized crystalline rock that generally is derived from a sub-surface magma
and then consolidated, such as in dykes, plugs, stocks or batholiths, from
smallest to largest.
Porphyritic in augite pyroxene - Large porphyroblasts or crystals of a
specific rock-forming mineral, i.e. augite occurring within a matrix of
finer grained rock-forming minerals.
Quarternary - the youngest period of the Cenozoic era. Snow equivalent -
Approximately 1" of precipitation (rain) = 1' snow.
Syenite - Coarse grained, alkalic, low in quartz intrusive rock.
Trachyte - fine grained or glassy equivalent of a syenite.
Volcaniclastic - Angular to rounded particles of a wide range of size
within (a welded) finer grain-sized matrix of volcanic origin.
GENERAL INFORMATION
The Eat property consists of four contiguous, located, lode mineral claims,
comprised of a total of 82.64 acres. Northern Minerals Inc., a Nevada, U.S.A.
corporation is the beneficial owner of the mineral claims.
The mineral claim area is underlain in the eastern one-third portion by
unconsolidated material comprised of desert wash, colluvium, alluvial and playa
deposits of Quaternary period.
The mineral claim is favorably situated and may require geophysical surveys to
determine in more detail its potential following the initial prospecting,
mapping and reconnaissance soil geochemistry program. An exploratory drilling
program could follow the Phase 1 - 3 surveys and be contingent upon positive
results being obtained from the previous fieldwork.
4
The object of our initial exploration undertaking is to assess areas that may
require more detailed investigations to assist in determining their economic
significance.
The Eat property lies in the west central area of the State of Nevada 26 miles
southwest of the Town of Tonopah and is accessible from Highway 95. There is not
a plant or any equipment currently located on the property. The initial
exploration phase will be supported by generators. The Town of Tonopah offers
much of the necessary amenities required to base and carry-out an exploration
program (accommodations, communications, equipment and supplies). Larger or
specialized equipment can be acquired in the City of Las Vegas lying 209 miles
by paved road (Highway 95) to the south of Tonopah.
A three-phase exploration program to evaluate the area was considered
appropriate and recommended by the consulting geologist. Phase 1 of the work
program consisted of detailed prospecting, mapping and soil geochemistry. A
follow-up to Phase 1 was recommended by the geologist and he carried out Phase
1A which consisted of additional soil sampling and MMI analysis. We received the
results of Phase 1 and Phase 1A of the exploration program from the consulting
geologist. The findings of the MMI soil data results from the two surveys
exhibited anomalous values in the GES, BMS and the PPS and are in some instances
coincident. He feels the possibility of encountering some meaningful
mineralization may further be tested by possibly a geophysical technique such as
induced polarization and/or a resistivity survey. We are currently reviewing his
recommendations and determining whether to proceed with further exploration
based on our limited capital. If we decide to proceed, Phase 2 work would
consist of magnetometer and VLF electromagnetic, grid controlled surveys over
the areas of interest determined by the Phase 1 survey. Contingent upon the
results of Phase 2, Phase 3 would consist of an induced polarization survey over
grid controlled anomalous areas of interest outlined by Phase 1&2 fieldwork. Hoe
or bulldozer trenching, mapping and sampling of bedrock anomalies would also be
carried out.
The cost of the Phase 1 & 1A work program was $13,500. If we decide to proceed,
the cost of Phase 2 will be $15,000 and $35,000 for the third phase. We will
require additional funding to proceed with Phases 2 & 3. We currently have no
plans in place on how to raise this additional capital.
The discussions contained herein are management's estimates based on information
provided by the consulting geologist who prepared the geology report on our
property. We are unable to assure investors we will be able to raise the
additional funding necessary to proceed with any subsequent work on the claims.
ACQUISITION OF THE MINERAL CLAIMS
The Eat Mineral Claims were staked on behalf of the company and are recorded in
the name of the company. The claims are in good standing to September 1, 2009.
REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE
The title for the claims is in good standing until September 2009. During the
first week in August 2008 a filing was made by the Company to the County and
Bureau of Land Management that we intend to retain the claims and to continue
performing exploration work on them. Such work will be reported and filed at the
appropriate time.
5
LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE
The Eat property lies in the west central area of the State of Nevada southwest
of the Town of Tonopah and is accessible from Highway 95 by traveling north of
the Town for 41 miles to the Silver Peak cutoff (Nevada Highway 265). Go south
for 17 miles towards Silver Peak and turn to the east at the Weepah junction.
Travel northeast for 3.4 miles to a fork in the road. Take the left fork and
travel north for 5 miles to the canyon and another fork in the road. Take the
right fork for 0.75 miles to the property.
The area experiences about 4" - 8" of precipitation annually of which about 20%
may occur as a snow equivalent this amount of precipitation suggests a climatic
classification of arid to semi-arid. The summers can experience hot weather,
middle 60's to 70's F(degree) average with high spells of 100+F(degree) while
the winters are generally more severe than the dry belt to the west and can last
from December through February. Temperatures experienced during mid-winter
average, for the month of January, from the high 20's to the low 40's F(degree)
with low spells down to -20 F(degree).
The Town of Tonopah offers much of the necessary amenities required to base and
carry-out an exploration program (accommodations, communications, equipment and
supplies). Larger or specialized equipment can be acquired in the City of Las
Vegas lying 209 miles by paved road (Highway 95) to the south of Tonopah.
Infrastructure such as highways and secondary roads, communications,
accommodations and supplies that are essential to carrying-out an exploration
program are at hand in Tonopah-Silver Peak area.
The Eat property lies in low sloping terrain that occurs on the western flank of
the mountainous Weepah Hills. Much of this area with many broad open valleys and
spiny mountain ridges hosts sagebrush and other desert plants on the low hill
slopes. Juniper and pinon growing above 6,500' with pinon becoming more dominant
at higher elevations. The area is arid. Many intermittent, old south draining
water courses traverse the area, but surface water is very scarce and potable
surface water does not occur. Drilling water would have to be trucked in from
Silver Peak.
6
[MAP SHOWING THE CLAIM LOCATION]
7
HISTORY
Mining holds a historical and contemporary place in the development and economic
well being of the area.
The recorded mining history of the general area dates from the 1860's when
prospectors passed through heading north and west. The many significant lode
gold, silver and other mineral product deposits developed in the area was that
of the Goldfield Camp, 1905; Coaldale, coal field, 1913; Divide Silver Mining
District, 1921 and the Candalaria silver-gold mine which operated as an
underground lode gold deposit in 1922 and again in the 1990's as an open cut,
cyanide heap leach operation.
GEOLOGICAL SETTING
REGIONAL GEOLOGY
The regional geology of Nevada is depicted as being underlain by all major types
of rock units. These appear to range from oldest to youngest in an east to west
direction, respectively. The oldest units are found to occur in the southeast
corner of the State along the Colorado River. The bedrock units exhibit a
north-south fabric of alternating east-west ranges and valleys. This feature
suggests W to E compression that has expression through low angle thrust
faulting and bringing the older rock units into contact with the younger units
as a detached assemblage. Faulting plays a large part in many areas of Nevada
and an even larger part in the emplacement of mineral occurrences and ore
bodies.
The geology of Esmeralda County has been recognized to contain three age related
assemblages; the older sedimentary and metamorphic units with a mid-aged
sedimentary and igneous assemblage and the youngest volcanic-sedimentary
assemblage. These major divisions are divided by unconformities, i.e. periods of
age that are not represented or erosion gaps in the record.
LOCAL GEOLOGY
The local geology within the Weepah area appears to be represented by the older
meta-sedimentary contacting with the younger Jurassic aged intrusive rock units.
The youngest Post Plutonic assemblage occurs about the older rock units. Thrust
faulting is evident in the area and may offer exploration potential.
Tertiary age volcano-sediments and ash fall tuff units are abundant on the west
side of the Weepah hills. Much of the area has very young unconsolidated cover
on the flanks of many of the hills and older stream courses.
PROPERTY GEOLOGY
The geology of the Eat property area may be described as being covered by Lower
Paleozoic age meta-sediments; Mesozoic age intrusive units and Quaternary age
desert wash, collovium, alluvium and playa deposits and some. This young covered
basin within a larger surrounding area of rock exposure and known mineral
occurrences exhibiting a good geological setting and an excellent target area in
which to conduct mineral exploration.
8
Thrust faulting is evident within the property area and surrounding or flanking
the alluvial covered valleys on the mineral claim area suggests mineral
occurrences or structurally prepared bedrock should be sought after in those
areas.
MINERALIZATION
By far the largest production in the County comes from the vein-type of gold and
silver occurrences in quartz fissures in either pre-Tertiary volcanic or
Tertiary volcanic host rocks.
COMPETITION
We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claims.
Readily available commodities markets exist in the U.S. and around the world for
the sale of gold, silver and other minerals. Therefore, we will likely be able
to sell any minerals that we are able to recover.
We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. If we are unsuccessful in securing the products, equipment
and services we need we may have to suspend our exploration plans until we are
able to do so.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
COMPLIANCE WITH GOVERNMENT REGULATION
Our exploration programs in Nevada are subject to state and federal regulations
regarding environmental considerations. All operations involving the exploration
for the production of minerals are subject to existing laws and regulations
relating to exploration procedures, safety precautions, employee health and
safety, air quality standards, pollution of streams and fresh water sources,
odor, noise, dust and other environmental protection controls adopted by
federal, state and local governmental authorities as well as the rights of
adjoining property owners. We may be required to prepare and present to federal,
state or local authorities data pertaining to the effect or impact that any
proposed exploration for or production of minerals may have upon the
environment. All requirements imposed by any such authorities may be costly,
time consuming and may delay commencement or continuation of exploration or
production operations. Future legislation may significantly emphasize the
protection of the environment, and, as a consequence, our activities may be more
closely regulated to further the cause of environmental protection. Such
legislation, as well as further interpretation of existing laws in the United
States, may require substantial increases in equipment and operating costs and
9
delays, interruptions, or a termination of operations, the extent of which
cannot be predicted. Environmental problems known to exist at this time in the
United States may not be in compliance with regulations that may come into
existence in the future. This may have a substantial impact upon the capital
expenditures required of us in order to deal with such problem and could
substantially reduce earnings.
The regulatory bodies that directly regulate our activities are the Bureau of
Land Management (Federal) and the Nevada Department of Environmental Protection
(State).
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any of these on an ongoing basis.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
We paid $7,000 for the geology report and staking of the claims and $13,500 for
Phase 1 & 1A of the exploration program.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employees are our officers, Damian and Nicole O'Hara who currently
devote 4-5 and 2-3 hours, respectively, per week to company matters. They have
agreed to devote as much time as the board of directors determines is necessary
to manage the affairs of the company. There are no formal employment agreements
between the company and our current employees.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
the Securities Exchange Act of 1934, including filing Form 10-K annually and
Form 10-Q quarterly. In addition, we will file Form 8-K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event that our obligation to file such
reports is suspended under the Exchange Act. The public may read and copy any
materials that we file with the Securities and Exchange Commission, ("SEC"), at
the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
10
ITEM 1A. RISK FACTORS
BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFIT IN THE FUTURE.
The report of our independent accountant to our audited financial statements for
the year ended March 31, 2009 indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going concern. Such
factors identified in the report are that we have no source of revenue and our
dependence upon obtaining adequate financing. If we are not able to continue as
a going concern, it is likely investors will lose all of their investment.
BECAUSE WE HAVE A LIMITED OPERATING HISTORY, WE FACE A HIGH RISK OF BUSINESS
FAILURE.
Investors should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates.
OUR MINERAL EXPLORATION EFFORTS MAY BE UNSUCCESSFUL RESULTING IN ANY FUNDS SPENT
ON EXPLORATION BEING LOST.
No known bodies of commercial ore or economic deposits have been established on
our property. Even in the event commercial quantities of minerals are
discovered, the exploration property might not be brought into a state of
commercial production. Finding mineral deposits is dependent on a number of
factors, including the technical skill of exploration personnel involved. The
commercial viability of a mineral deposit once discovered is also dependent on a
number of factors, some of which are particular attributes of the deposit, such
as size, grade and proximity to infrastructure, as well as metal prices.
BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES, WHICH COULD HURT OUR FINANCIAL POSITION
AND POSSIBLY RESULT IN THE FAILURE OF OUR BUSINESS.
The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.
EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE EAT 1-4
CLAIMS, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.
The Eat 1-4 claims do not contain any known bodies of mineralization. If our
exploration programs are successful in establishing silver and gold of
commercial tonnage and grade, we will require additional funds in order to place
11
the Eat 1-4 claims into commercial production. We may not be able to obtain such
financing.
GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR
BUSINESS WILL BE NEGATIVELY AFFECTED.
Laws and regulations govern the exploration, development, mining, production,
importing and exporting of minerals; taxes; labor standards; occupational
health; waste disposal; protection of the environment; mine safety; toxic
substances; and other matters. In many cases, licenses and permits are required
to conduct mining operations. Amendments to current laws and regulations
governing operations and activities of mining companies or more stringent
implementation thereof could have a substantial adverse impact on us. Applicable
laws and regulations will require us to make certain capital and operating
expenditures to initiate new operations. Under certain circumstances, we may be
required to stop exploration activities once started until a particular problem
is remedied or to undertake other remedial actions.
BECAUSE OUR DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
Our president and director, Damian O'Hara, intends to devote approximately 10%
of his business time (4-5 hours per week) providing services to us and our
secretary and director Nicole O'Hara devotes approximately 5% of her business
time (2-3 hours per week). While our directors presently possess adequate time
to attend to our interests, it is possible that the demands on our directors
from their other obligations could increase with the result that they would no
longer be able to devote sufficient time to the management of our business.
ITEM 2. PROPERTIES
We do not currently own any property. The office facilities at 167 Caulder
Drive, Oakville, Ontario, Canada are provided to us on a rent free basis by the
directors of the company. The facilities include telephone, fax, and office
facilities. Management believes the current premises are sufficient for its
needs at this time.
We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders during the
year ended March 31, 2009.
12
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our shares are quoted on the OTC Electronic Bulletin Board (OTCBB) under the
symbol "NHMI". The OTCBB is a regulated quotation service that displays
real-time quotes, last sale prices and volume information in over-the-counter
securities. Securities quoted on the OTCBB that become delinquent in their
required filings will be removed following a 30 or 60 day grace period if they
do not make their required filing during that time.
There has been no active trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this report Northern Minerals had 32
shareholders of record. We have paid no cash dividends and have no outstanding
options.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. Our shares constitute penny stock under the Securities and Exchange Act.
The shares will remain penny stocks for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be subject to
Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than
creating a need to comply with those rules, some broker-dealers will refuse to
attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
13
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
REPORTS
We are subject to certain filing requirements and will furnish annual financial
reports to our stockholders, certified by our independent accountant, and will
furnish un-audited quarterly financial reports in our quarterly reports filed
electronically with the Securities and Exchange Commission. All reports and
information filed by us can be found at their website, www.sec.gov.
TRANSFER AGENT
The company has retained Holladay Stock Transfer, Inc. of 2939 North 67th Place,
Suite C, Scottsdale, Arizona as transfer agent.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
We are still in our exploration stage and have not generated any revenue.
14
We incurred operating expenses of $27,274 and $26,264 for the years ended March
31, 2009 and 2008, respectively. These expenses consisted of general operating
expenses incurred in connection with the day to day operation of our business
and the preparation and filing of our periodic reports. Our net loss from
inception (March 5, 2007) through March 31, 2009 was $60,953.
Our auditors expressed their doubt about our ability to continue as a going
concern unless we are able to raise additional capital and ultimately to
generate profitable operations.
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at March 31, 2009 was $747, total assets were $747 and
outstanding liabilities were $4,700, a loan from a director of the company. We
have sold $57,000 in equity securities since inception, $10,000 from the sale of
2,000,000 shares of stock to our officers and directors, $7,000 from the
issuance of 1,400,000 shares of stock to a director in repayment of the funds
paid by him for the acquisition of the mineral claim and $40,000 from the sale
of 2,000,000 shares registered pursuant to our SB-2 Registration Statement which
became effective on October 12, 2007.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
BUSINESS OPERATIONS OVERVIEW
We received the results of Phase 1 and Phase 1A of the exploration program from
the consulting geologist. The findings of the MMI soil data results from the two
surveys exhibited anomalous values in the GES, BMS and the PPS and are in some
instances coincident. He feels the possibility of encountering some meaningful
mineralization may further be tested by possibly a geophysical technique such as
induced polarization and/or a resistivity survey. We are currently reviewing his
recommendations and determining whether to proceed with further exploration
based on our limited capital. In addition to the $15,000 for the second phase of
the exploration program if we decide to proceed, we anticipate spending an
additional $8,500 on professional fees, including fees payable in complying with
reporting obligations, and general administrative costs. Total expenditures over
the next 12 months are therefore expected to be approximately $23,500. We will
require additional funding to proceed with Phases 2 & 3. We currently have no
plans in place on how to raise this additional capital.
The following work program has been recommended by the consulting geologist:
PHASE 1 (COMPLETED)
Detailed prospecting, mapping and MMI soil geochemistry.
This program is expected to take 30-45 days to complete
including turnaround time on the analyses that are
conducted exclusively in Australia. The estimated cost
for this all inclusive program is $ 5,000
15
PHASE 1A (COMPLETED)
Follow up sampling and MMI soil geochemistry $ 8,500
PHASE 2
Magnetometer and VLF electromagnetic, grid controlled
surveys over the areas of interest determined by the
Phase 1 survey. This program is expected to take two
weeks to complete. Included in this estimated cost is
transportation, accommodation, board, grid installation,
the two geophysical surveys, maps and report $15,000
PHASE 3
Induced polarization and EM-resistivity surveys over grid
controlled anomalous areas of interest outlined by the
Phase 1&2 fieldwork. The estimated time to complete this
phase is three weeks. Hoe or bulldozer trenching,
mapping and sampling of bedrock anomalies. Includes
assays, detailed maps and reports $35,000
-------
Total $60,500
=======
Each phase following phase 1A is contingent upon favorable results from the
previous phase.
The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates. We will require additional funding to
proceed with Phases 2 & 3. We currently have no plans in place on how to raise
this additional capital.
If we decide to proceed with phase two of our exploration program it will take
approximately 2 weeks to complete.
Following phase two of the exploration program, if it proves successful, and we
can raise necessary funding, we intend to proceed with phase three of our
exploration program. The estimated cost of this program is $35,000 and will take
approximately 3 weeks to complete.
We have a verbal agreement with James McLeod, the consulting geologist who
prepared the geology report on our claims, to retain his services for our
planned exploration program. We cannot provide investors with any assurance that
we will be able to raise sufficient funds to proceed with phase 3 of the program
and any work after the exploration program if we find mineralization.
16
ITEM 8. FINANCIAL STATEMENTS
Larry O'Donnell, CPA, P.C.
Telephone (303) 745-4545 2228 South Fraser Street
Fax (303) 369-9384 Unit I
Email larryodonnellcpa@msn.com Aurora, Colorado 80014
www.larryodonnellcpa.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Northern Minerals, Inc.
I have audited the accompanying balance sheet of Northern Minerals, Inc. as of
March 31, 2009, and the related statements of operations, changes in
stockholders' equity and cash flows for the year then ended and for the period
March 5, 2007 (inception) to March 31, 2009. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audits.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Northern Minerals, Inc. as of March
31, 2009, and the results of its operations and its cash flows for the year then
ended and for the period March 5, 2007 (inception) to March 31, 2009, in
conformity with generally accepted accounting principles in the United States of
America.
The accompanying financial statements have been presented on the basis that it
is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has an
accumulated deficit of $60,953 at March 31, 2009. Additionally, for the year
ended March 31, 2009, the Company incurred a net loss of $27,274. These matters
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regards to these matters are also described in
Note 6. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Larry O'Donnell, CPA, PC
- -------------------------------------
Larry O'Donnell, CPA, PC
June 19, 2009
17
LAWRENCE SCHARFMAN & CO CPA PC
Certified Public Accountants
18 E. Sunrise Highway 714 Corning Circle
Freeport, NY 11520 Boynton Beach, FL 33437
Telephone: (516) 771-5900 Telephone: (561) 733-0296
Fax: (516) 771-2598 Fax: (561) 740-0613
INDEPENDENT AUDITORS' REPORT
Northern Minerals, Inc.
C/O Damian O'Hara
711 S. Carson St Suite
Carson City, Nevada 89701
We have audited the accompanying balance sheet of Northern Minerals, Inc. as of
March 31, 2008, and the related statements of operations, changes in
stockholders' equity and cash flows for the inception period March 5, 2007 to
March 31, 2008.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
The company has had difficulty in generating sufficient cash flow to meet its
obligations, and is dependent on management's ability to develop profitable
operations. These factors, among others may raise substantial doubt about their
ability to continue as a going concern.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Northern Minerals, Inc. as of
March 31, 2008, and the related statements of operations, stockholders equity
and cash flows for the period from inception March 5, 2007 to March 31, 2008, in
conformity with generally accepted accounting principles in the United States of
America.
/s/ Lawrence Scharfman, CPA
---------------------------
Boynton Beach, Florida Lawrence Scharfman, CPA
May 13, 2008
18
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
As of As of
March 31, March 31,
2009 2008
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 747 $ 22,271
Deposits -- 4,250
-------- --------
TOTAL CURRENT ASSETS 747 26,521
-------- --------
$ 747 $ 26,521
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ -- $ --
Loan from a director 4,700 3,200
-------- --------
TOTAL CURRENT LIABILITIES 4,700 3,200
TOTAL LIABILITIES 4,700 3,200
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 5,400,000 shares issued and outstanding as
at March 31, 2009 and March 31, 2008 5,400 5,400
Additional paid-in capital 51,600 51,600
Deficit accumulated during exploration stage (60,953) (33,679)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (3,953) 23,321
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 747 $ 26,521
======== ========
See Notes to Financial Statements
19
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------
March 5, 2007
(inception)
Year Ended Year Ended through
March 31, March 31, March 31,
2009 2008 2009
---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --
EXPENSES
Professional Fees 8,500 9,000 17,500
General & Administrative Expenses 18,774 17,264 43,453
---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (27,274) (26,264) (60,953)
---------- ---------- ----------
NET INCOME (LOSS) $ (27,274) $ (26,264) $ (60,953)
========== ========== ==========
BASIC EARNINGS PER SHARE $ (0.01) $ (0.01)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,400,000 3,380,874
========== ==========
See Notes to Financial Statements
20
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From March 5, 2007 (Inception) through March 31, 2009
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, MARCH 5, 2007 -- $ -- $ -- $ -- $ --
Stock issued for cash on March 5, 2007
@ $0.005 per share 1,000,000 1,000 4,000 5,000
Stock issued for mining claims on
March 29, 2007 @ $0.005 per share 1,400,000 1,400 5,600 7,000
Net loss, March 31, 2007 (7,415) (7,415)
---------- ------- -------- --------- --------
BALANCE, MARCH 31, 2007 2,400,000 $ 2,400 $ 9,600 $ (7,415) $ 4,585
========== ======= ======== ========= ========
Stock issued for cash on July 3, 2007
@ $0.005 per share 1,000,000 1,000 4,000 5,000
Stock issued for cash on February 18, 2008
@ $0.02 per share 2,000,000 2,000 38,000 40,000
Net loss, March 31, 2008 (26,264) (26,264)
---------- ------- -------- --------- --------
BALANCE, MARCH 31, 2008 5,400,000 $ 5,400 $ 51,600 $ (33,679) $ 23,321
========== ======= ======== ========= ========
Net loss, March 31, 2009 (27,274) (27,274)
---------- ------- -------- --------- --------
BALANCE, MARCH 31, 2009 5,400,000 $ 5,400 $ 51,600 $ (60,953) $ (3,953)
========== ======= ======== ========= ========
See Notes to Financial Statements
21
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------
March 5, 2007
(inception)
Year Ended Year Ended through
March 31, March 31, March 31,
2009 2008 2009
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(27,274) $(26,264) $(60,953)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in Loan from a director 1,500 3,000 4,700
Increase (decrease) in Accounts payable -- (415) --
(Increase) decrease in Deposits 4,250 (4,250) --
(Increase) decrease in Subscritpion receivable -- 5,000 --
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (21,524) (22,929) (56,253)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- 2,000 5,400
Additional paid-in capital -- 43,000 51,600
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 45,000 57,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (21,524) 22,071 747
CASH AT BEGINNING OF PERIOD 22,271 200 --
-------- -------- --------
CASH AT END OF YEAR $ 747 $ 22,271 $ 747
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
22
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
As at March 31, 2009
- --------------------------------------------------------------------------------
NOTE 1 - NATURE AND PURPOSE OF BUSINESS
Northern Minerals Inc. (the OCompanyO) was incorporated under the laws of the
State of Nevada on March 5, 2007. The Company's activities to date have been
limited to organization and capital formation. The Company is Oan exploration
stage companyO and has acquired a series of mining claims for exploration and
formulated a business plan to investigate the possibilities of a viable mineral
deposit.
NOTE 2 - NATURE OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with maturity
of three months or less to be cash equivalents.
REVENUE RECOGNITION
The Company considers revenue to be recognized at the time the service is
performed.
USE OF ESTIMATES
The preparation of the Company's financial statements requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these financial
instruments approximate fair value because of their short-term maturities.
Financial instruments that potentially subject the Company to a concentration
of credit risk consist principally of cash. During the year the Company did not
maintain cash deposits at financial institution in excess of the $100,000 limit
covered by the Federal Deposit Insurance Corporation. The Company does not hold
or issue financial instruments for trading purposes nor does it hold or issue
interest rate or leveraged derivative financial instruments.
23
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
As at March 31, 2009
- --------------------------------------------------------------------------------
NOTE 2 - NATURE OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EARNINGS PER SHARE
Basic Earnings per Share (OEPSO) is computed by dividing net income available to
common stockholders by the weighted average number of common stock shares
outstanding during the year. Diluted EPS is computed by dividing net income
available to common stockholders by the weighted-average number of common stock
shares outstanding during the year plus potential dilutive instruments such as
stock options and warrant. The effect of stock options on diluted EPS is
determined through the application of the treasury stock method, whereby
proceeds received by the Company based on assumed exercises are hypothetically
used to repurchase the Company's common stock at the average market price during
the period. Loss per share is unchanged on a diluted basis since the assumed
exercise of common stock equivalents would have an anti-dilutive effect.
INCOME TAXES
The Company uses the asset and liability method of accounting for income taxes
as required by SFAS No. 109 OAccounting for Income TaxesO. SFAS 109 requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
basis of certain assets and liabilities. Deferred income tax assets and
liabilities are computed annually for the difference between the financial
statement and tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future, based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is the tax
payable or refundable for the period, plus or minus the change during the period
in deferred tax assets and liabilities.
Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classification of the assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are not related
to an asset or liability are classified as current or non-current depending on
the periods in which the temporary differences are expected to reverse. The
Company had no significant deferred tax items arise during any of the periods
presented.
CONCENTRATION OF CREDIT RISK
The Company does not have any concentration of related financial credit risk.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact to its financial statements.
24
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
As at March 31, 2009
- --------------------------------------------------------------------------------
NOTE 3 - MINERAL CLAIMS
On March 29, 2007 the Company acquired a 100% interest in a total of four
mineral claims located in the Weepah Hills area of Esmeralda County, Nevada.
The claims and related geological report were acquired for 1,400,000 shares of
common stock valued at $.005 per share for a total of $7,000. These costs have
been expensed as exploration costs during the year ended March 31, 2007.
Northern Minerals has been in the exploration stage since its formation on March
5, 2007 and has not yet realized any revenues from its planned operations.
Mineral property exploration costs are expensed as incurred. When it has been
determined that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs incurred to develop such
property are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable reserve. If
mineral properties are subsequently abandoned or impaired, any capitalized costs
will be charged to operations.
NOTE 4 - COMMON STOCK
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.
On March 5, 2007 the Company issued 500,000 shares of common stock to Damian
O'Hara, a director and 500,000 shares of common stock to Nicole O'Hara, a
director, for cash in the amount of $0.005 per share for a total of $5,000.
On March 29, 2007 the Company issued a total of 1,400,000 shares of common stock
at $.005 per share to Damian O'Hara in repayment of $7,000 paid on behalf of the
Company for the acquisition of the mining claims.
On July 3, 2007 the Company issued 1,000,000 shares of common stock to Nicole
O'Hara, a director, for cash in the amount of $0.005 per share for a total of
$5,000.
On February 18, 2008 the Company issued 2,000,000 shares of common stock to 30
unrelated investors in the Company's SB-2 offering for cash in the amount of
$0.02 per share for a total of $40,000.
25
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
As at March 31, 2009
- --------------------------------------------------------------------------------
NOTE 5 - RELATED PARTY TRANSACTIONS
Damian O'Hara and Nicole O'Hara, the officers and directors of the Company may,
in the future, become involved in other business opportunities as they become
available, thus they may face a conflict in selecting between the Company and
their other business opportunities. The Company has not formulated a policy for
the resolution of such conflicts.
As of March 31, 2009, $4,700 is owed to Damian O'Hara and is non interest
bearing with no specific repayment terms.
NOTE 6 - 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 no sales and has incurred a net loss of $60,953
since inception. The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations form the development of
its mineral properties. The financial statements do not include any adjustments
relating to the recoverability and classifications of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.
26
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
(A) RESIGNATION OF LAWRENCE SCHARFMAN, C.P.A.
On May 6, 2009, we received the resignation of our principal independent
accountant, Lawrence Scharfman, C.P.A.
Lawrence Scharfman, C.P.A. has served as our principal independent accountant
from inception (March 5, 2007) and the fiscal year March 31, 2008, inclusive
through May 6, 2009.
The principal independent accountant's report issued by Lawrence Scharfman,
C.P.A. for the year ended March 31, 2008 did not contain any adverse opinion or
disclaimer of opinion and it was not modified as to uncertainty, audit scope, or
accounting principles, other than their opinion, based on our lack of operations
and our net losses, there was substantial doubt about our ability to continue as
a going concern. The financial statements did not include any adjustments that
might have resulted from the outcome of that uncertainty.
We are able to report that during the year ended March 31, 2008 through May 6,
2009 there were no disagreements with Lawrence Scharfman, C.P.A., our former
principal independent accountant, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Lawrence Scharfman, C.P.A.'s satisfaction, would have
caused it to make reference to the subject matter of the disagreement(s) in
connection with its reports on our consolidated financial statements for such
periods. We have requested that Lawrence Scharfman, C.P.A. furnish us with a
letter addressed to the U.S. Securities and Exchange Commission stating whether
or not it disagrees with the above statements. A copy of such letter is filed as
Exhibit 16 to our Form 8-K filing dated June 22, 2009.
(B) ENGAGEMENT OF LARRY O'DONNELL, C.P.A., P.C.
On May 6, 2009, upon authorization and approval of the Company's Board of
Directors, the Company engaged the services of Larry O'Donnell, CPA, P.C. as its
independent registered public accounting firm.
No consultations occurred between the Company and Larry O'Donnell, CPA, P.C.
during the year ended March 31, 2008 and through May 6, 2009 regarding either:
(i) the application of accounting principles to a specific completed or
contemplated transaction, the type of audit opinion that might be rendered on
the Company's financial statements, or other information provided that was an
important factor considered by the Company in reaching a decision as to an
accounting, auditing, or financial reporting issue, or (ii) any matter that was
the subject of disagreement or a reportable event requiring disclosure under
Item 304(a)(1)(iv) of Regulation S-K.
27
ITEM 9A. 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 the principal financial officer (our
president), we have conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
evaluation date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of March 31, 2009, based on the framework set forth in
28
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.
Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.
Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended March 31, 2009
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
29
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The officers and directors of Northern Minerals Inc., whose one year terms will
expire 3/1/10, or at such a time as their successor(s) shall be elected and
qualified are as follows:
Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ------------------ ------------
Damian O'Hara 45 President, 3/5/07 3/1/10
167 Caulder Drive Treasurer,
Oakville, Ontario CFO, CEO &,
Canada L6J 4T2 Director
Nicole O'Hara 47 Secretary 2/5/07 3/1/10
167 Caulder Drive Director
Oakville, Ontario
Canada L6J 4T2
The foregoing persons are promoters of Northern Minerals Inc., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
Mr. O'Hara currently devotes 4-5 hours per week to company matters. Mrs. O'Hara
currently devotes 2-3 hours per week to company matters. They will devote as
much time as the board of directors deems necessary to manage the affairs of the
company.
RESUMES
Damian O'Hara - Director, President, CEO, Treasurer & CFO
WORK EXPERIENCE
SEPTEMBER 2001 TO DATE
President - Allen Carr North America
Allen Carr North America is the US and Canadian division of the Allen Carr's
Easyway Intl. The company conducts smoking cessation seminars and publishes
Allen Carr's stop smoking book.
Role: To head up the establishment and development of the Allen Carr smoking
cessation seminar and publishing businesses in North America
30
JUNE 1998 - JUNE 2001
Director - International A. Nelson & Co.
Role: To develop international markets for Nelson's range of herbal and
homoeopathic remedies
1995 - 1998
General Manager Marketing - GTC Olayan, Khobar, Saudi Arabia
Role: To oversee the development and implementation of marketing programmes for
our client brands, including Coca-Cola, Duracell, Nestle, Colgate,
Kimberly-Clark and Nabisco.
1992 - 1995
General Manager - Publi-Graphics Advertising, Dubai
Role: To manage and grow PG's advertising and below-the-line revenues
1989 - 1990
Senior Account Director - J. Walter Thompson, Hong Kong
1987 - 1989
Account Manager / Account Director - Ogilvy & Mather, Hong Kong
1986 - 1987
Account Executive / Account Manager - MHA Advertising, London, England
EDUCATION
B.A. (Hons.) Business Studies - University of Westminster (July 1987)
Member - Chartered Institute of Marketing (1988)
Member - International Institute of Advertising (1990)
Dip. M (Chartered Institute of Marketing) (1987)
Dip. DM (Institute of Direct Marketing) (1989)
NICOLE O'HARA - DIRECTOR & SECRETARY
WORK EXPERIENCE
2005 to date
Senior Vice-President - Easyway Management Services Ltd.
Role: To provide management and marketing consultancy to SME's
2000 - 2005
Vice-President, Operations - Allen Carr North America
Role: To handle the organizational and logistical side of the establishment and
development of the Allen Carr smoking cessation seminar and publishing
businesses in North America
1993 - 2000
Homemaker
31
1990 - 1993
Regional PR Director - Holiday Inns Asia Pacific
1986 - 1990
Journalist - South China Morning Post
EDUCATION
M.A. - University of Edinburgh
B.A. (Hons.) - University of Edinburgh
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
CONFLICT OF INTEREST
Our Officers and Directors do not currently devote all of their business time to
our operations.
CODE OF ETHICS
We do not currently have a code of ethics, because we have only limited business
operations and only two officers and directors, we believe a code of ethics
would have limited utility. We intend to adopt such a code of ethics as our
business operations expand and we have more directors, officers and employees.
32
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
- ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
D. O'Hara CEO, 2009 0 0 0 0 0 0 0 0
President, 2008 0 0 0 0 0 0 0 0
Director 2007 0 0 0 0 0 0 0 0
N. O'Hara, 2009 0 0 0 0 0 0 0 0
Secretary, 2008 0 0 0 0 0 0 0 0
Director 2007 0 0 0 0 0 0 0 0
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
- ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
D. O'Hara 0 0 0 0 0 0 0 0 0
N. O'Hara 0 0 0 0 0 0 0 0 0
33
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
D. O'Hara 0 0 0 0 0 0 0
N. O'Hara 0 0 0 0 0 0 0
There are no current employment agreements between the company and its executive
officer.
On March 5, 2007, a total of 1,000,000 shares of common stock were issued to Mr.
and Mrs. O'Hara (500,000 shares each) in exchange for cash in the amount of
$5,000 U.S., or $.005 per share.
On March 29, 2007 a total of 1,400,000 shares were issued to Damian O'Hara in
repayment of $7,000 he paid on behalf of the company for the acquisition of the
mining claims.
On July 3, 2007, Nicole O'Hara purchased 1,000,000 shares of our common stock
for $5,000 ($0.005 per share).
The terms of these stock issuances were as fair to the company, in the opinion
of the board of directors, as could have been made with an unaffiliated third
party.
Mr. O'Hara currently devotes approximately 4-5 hours per week to manage the
affairs of the company. Mrs. O'Hara currently devotes 2-3 hours per week to the
company. They have agreed to work with no remuneration until such time as the
company receives sufficient revenues necessary to provide management salaries.
At this time, we cannot accurately estimate when sufficient revenues will occur
to implement this compensation, or what the amount of the compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Northern Minerals
Inc. voting securities by officers, directors and major shareholders as well as
those who own beneficially more than five percent of our common stock:
34
Name of No. of Percentage
Beneficial Owner (1) Shares of Ownership
-------------------- ------ ------------
Damian O'Hara(2) 1,900,000 35%
Nicole O'Hara(2) 1,500,000 27%
All Officers and
Directors as a Group 3,400,000 62%
- ----------
(1) Each of the persons named may be deemed to be a "parent" and "promoter" of
the Company, within the meaning of such terms under the Securities Act of
1933, as amended.
(2) Damian O'Hara and Nicole O'Hara are married.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 5, 2007, a total of 1,000,000 shares of Common Stock were issued to Mr.
and Mrs. O'Hara in exchange for $5,000 US, or $.005 per share. On March 29, 2007
a total of 1,400,000 shares were issued to Damian O'Hara in repayment of $7,000
he paid on behalf of the company for the acquisition of the mining claims. On
July 3, 2007, Nicole O'Hara purchased 1,000,000 shares of our common stock for
$5,000 ($0.005 per share). All of such shares are "restricted" securities, as
that term is defined by the Securities Act of 1933, as amended, and are held by
an officer and director of the Company. (See "Principal Stockholders".)
Damian O'Hara has loaned the company $4,700 for which there are no specific
terms of repayment and the loan collects no interest.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company for audit services were $8,500 for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended March 31, 2009.
For the year ended March 31, 2008, the total fees charged to the company for
audit services were $7,500, for audit-related services were $Nil, for tax
services were $Nil and for other services were $Nil.
35
PART IV
ITEM 15. EXHIBITS
The following exhibits are included with this filing. Those marked with an
asterisk and required to be filed hereunder, are incorporated by reference and
can be found in their entirety in our original Form SB-2 Registration Statement,
filed under SEC File Number 333-144840, at the SEC website at www.sec.gov:
Exhibit
Number Description
------ -----------
* 3(i) Articles of Incorporation
* 3(ii) Bylaws
31 Sec. 302 Certification of CEO/CFO
32 Sec. 906 Certification of CEO/CFO
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form 10-K and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Oakville, Province
of Ontario, on July 2, 2009.
Northern Minerals Inc., Registrant
/s/ Damian O'Hara July 2, 2009
- ----------------------------------- ------------
Damian O'Hara, President & Director Date
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)
/s/ Nicole O'Hara July 2, 2009
- ----------------------------------- ------------
Nicole O'Hara, Secretary & Director Date
36