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, 2010
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 [ ] No [X]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] 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, 2010, 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, 2010.
NORTHERN MINERALS INC.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Business 3
Item 1A. Risk Factors 4
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Securities Holders 6
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 6
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 8. Financial Statements and Supplementary Data 9
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 21
Item 9A. Controls and Procedures 22
Part III
Item 10. Directors and Executive Officers 24
Item 11. Executive Compensation 27
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 28
Item 13. Certain Relationships and Related Transactions 29
Item 14. Principal Accounting Fees and Services 29
Part IV
Item 15. Exhibits 30
Signatures 30
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.
We completed Phase 1 and Phase 1A on the Eat property in the west central area
of the State of Nevada and received the results from the consulting geologist.
The findings were not promising and management determined it was in the best
interests of the shareholders to allow the claim to lapse. As a result, we are
investigating other properties in the State of Nevada on which exploration could
be conducted and other business opportunities to enhance shareholder value.
During the next twelve months we anticipate spending approximately $8,500 on
professional fees, including fees payable in complying with reporting
obligations, and general administrative costs.
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
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
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.
3
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 each currently
devote 2-3 hours 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 10K annually and Form
10Q quarterly. In addition, we will file Form 8K 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.
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.
4
The report of our independent accountant to our audited financial statements for
the year ended March 31, 2010 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 mineral properties. These potential problems include, but are not
limited to, unanticipated problems relating to exploration, and additional costs
and expenses that may exceed current estimates.
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.
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, and our secretary and director,
Nicole O'Hara, currently devotes approximately 5% of their business time (2-3
hours per week) to the company. 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.
5
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, 2010.
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
6
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
- 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.
7
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.
We incurred operating expenses of $11,499 and $27,274 for the years ended March
31, 2010 and 2009, respectively. These expenses consisted of exploration costs,
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, 2010 was $72,452.
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, 2010 was $248 and outstanding liabilities were
$15,700, 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 were not promising and management
determined it was in the best interests of the shareholders to allow the claim
to lapse. As a result, we are investigating other properties on which
exploration could be conducted and other business opportunities to enhance
shareholder value. During the next twelve months we anticipate spending
approximately $8,500 on professional fees, including fees payable in complying
with reporting obligations, and general administrative costs.
8
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@comcast.net 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, 2010 and 2009, and the related statements of operations, changes in
stockholders' equity and cash flows for the years 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, 2010 and 2009, and the results of its operations and its cash flows for the
years then ended and for the period March 5, 2007 (inception) to March 31, 2010,
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 $72,452 at March 31, 2010. Additionally, for the year
ended March 31, 2010, the Company incurred a net loss of $11,499. 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 25, 2010
9
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
As of As of
March 31, March 31,
2010 2009
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 248 $ 747
-------- --------
TOTAL CURRENT ASSETS 248 747
-------- --------
$ 248 $ 747
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Loan from a director 15,700 4,700
-------- --------
TOTAL CURRENT LIABILITIES 15,700 4,700
TOTAL LIABILITIES 15,700 4,700
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 5,400,000 shares issued and outstanding as
at March 31, 2010 and March 31, 2009 5,400 5,400
Additional paid-in capital 51,600 51,600
Deficit accumulated during exploration stage (72,452) (60,953)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (15,452) (3,953)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 248 $ 747
======== ========
See Notes to Financial Statements
10
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,
2010 2009 2010
---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --
EXPENSES
Professional Fees 8,500 8,500 26,000
General & Administrative Expenses 2,999 18,774 46,452
---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (11,499) (27,274) (72,452)
---------- ---------- ----------
NET INCOME (LOSS) $ (11,499) $ (27,274) $ (72,452)
========== ========== ==========
BASIC EARNINGS PER SHARE $ (0.00) $ (0.01)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,400,000 5,400,000
========== ==========
See Notes to Financial Statements
11
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From March 5, 2007 (Inception) through March 31, 2010
- --------------------------------------------------------------------------------
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)
========== ======= ======== ========= ========
Net loss, March 31, 2010 (11,499) (11,499)
---------- ------- -------- --------- --------
BALANCE, MARCH 31, 2010 5,400,000 $ 5,400 $ 51,600 $ (72,452) $(15,452)
========== ======= ======== ========= ========
See Notes to Financial Statements
12
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,
2010 2009 2010
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(11,499) $(27,274) $(72,452)
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 11,000 1,500 15,700
(Increase) decrease in Deposits -- 4,250 --
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (499) (21,524) (56,752)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- -- 5,400
Additional paid-in capital -- -- 51,600
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 57,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (499) (21,524) 248
CASH AT BEGINNING OF PERIOD 747 22,271 --
-------- -------- --------
CASH AT END OF YEAR $ 248 $ 747 $ 248
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
13
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
As At March 31, 2010
- --------------------------------------------------------------------------------
NOTE 1 - NATURE AND PURPOSE OF BUSINESS
Northern Minerals Inc. (the "Company") 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 "an exploration
stage company" and had acquired a series of mining claims for exploration. The
Company conducted exploration activities and determined that its claims did not
warrant any further exploration and now the Company is looking for new mining
claims for exploration or other potential business opportunities.
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.
14
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
As At March 31, 2010
- --------------------------------------------------------------------------------
NOTE 2 - NATURE OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EARNINGS PER SHARE
Basic Earnings per Share ("EPS") 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
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
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.
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.
15
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
As At March 31, 2010
- --------------------------------------------------------------------------------
NOTE 3 - MINERAL CLAIMS (CONTINUED)
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 ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. 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.
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, 2010, $15,700 is owed to Damian O'Hara and is non interest
bearing with no specific repayment terms.
16
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
As At March 31, 2010
- --------------------------------------------------------------------------------
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 $72,452
since inception. The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from any business the
Company engages in. 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.
NOTE 7 - RECENT ACCOUNTING PRONOUCEMENTS
Recent accounting pronouncements that are listed below did and/or are not
currently expected to have a material effect on the Company's financial
statements.
In February 2010, the FASB issued Accounting Standards Update ("ASU") No.
2010-09, "Amendments to Certain Recognition and Disclosure Requirements" ("ASU
2010-09"), which is included in the FASB Accounting Standards Codification (the
"ASC") Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC filer is
required to evaluate subsequent events through the date that the financial
statements are issued. ASU 2010-09 is effective upon the issuance of the final
update and did not have a significant impact on the Company's financial
statements.
In January 2010, the FASB issued ASU No. 2010-06, "Improving Disclosures about
Fair Value Measurements" ("ASU 2010-06"), which is included in the ASC Topic 820
(Fair Value Measurements and Disclosures). ASU 2010-06 requires new disclosures
on the amount and reason for transfers in and out of Level 1 and 2 fair value
measurements. ASU 2010-06 also requires disclosure of activities, including
purchases, sales, issuances, and settlements within the Level 3 fair value
measurements and clarifies existing disclosure requirements on levels of
disaggregation and disclosures about inputs and valuation techniques. ASU
2010-06 is effective for interim and annual reporting periods beginning after
December 15, 2009. The Company is currently assessing the impact of adoption of
ASU 2009-14 and does not currently plan to early adopt.
17
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
As At March 31, 2010
- --------------------------------------------------------------------------------
NOTE 7 - RECENT ACCOUNTING PRONOUCEMENTS (CONTINUED)
In August 2009 the FASB issued Accounting Standards Update ("ASU") No. 2009-05
"Amendments to Certain Recognition and Disclosure Requirements", ("ASU 2009-05")
which is included in the ASC Topic 820 (Fair Value Measurements and
Disclosures). ASU 2009-05 provides clarification that the fair value measurement
of liabilities in which a quoted price in an active market for the identical
liability is not available should be developed based on a valuation technique
that uses the quoted price of the identical liability when traded as an asset or
quoted prices for similar liabilities when traded as assets or another valuation
technique that is consistent with the principles of Topic 820. ASU 2009-05 also
clarifies that there is no requirement to adjust the fair value related to the
existence of a restriction that prevents the transfer of the liability and that
both a quoted price in an active market for the identical liability at the
measurement date and the quoted price for the identical liability when traded as
an asset in an active market when no adjustments to the quoted price of the
asset are required are Level 1 fair value measurements. ASU 2009-05 was
effective for the Company as of October 31, 2009 and did not have a significant
impact on the Company's financial statements.
June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets--an amendment of FASB Statement No. 140" ("SFAS 166"). The provisions of
SFAS 166, in part, amend the derecognition guidance in FASB Statement No. 140,
eliminate the exemption from consolidation for qualifying special-purpose
entities and require additional disclosures. SFAS 166 is effective for financial
asset transfers occurring after the beginning of an entity's first fiscal year
that begins after November 15, 2009. The Company does not expect the provisions
of SFAS 166 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation
No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation guidance applicable to
variable interest entities. The provisions of SFAS 167 significantly affect the
overall consolidation analysis under FASB Interpretation No. 46(R).
SFAS 167 is effective as of the beginning of the first fiscal year that begins
after November 15, 2009. SFAS 167 will be effective for the Company beginning in
2010. The Company does not expect the provisions of SFAS 167 to have a material
effect on the financial position, results of operations or cash flows of the
Company.
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162" ("SFAS No. 168"). Under SFAS No. 168 the
"FASB Accounting Standards Codification" ("Codification") will become the source
of authoritative U. S. GAAP to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission ("SEC") under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants.
18
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
As At March 31, 2010
- --------------------------------------------------------------------------------
NOTE 7 - RECENT ACCOUNTING PRONOUCEMENTS (CONTINUED)
SFAS No. 168 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. On the effective date, the Codification
will supersede all then-existing non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. SFAS No. 168 is effective for the
Company's interim quarterly period beginning July 1, 2009. The Company does not
expect the adoption of SFAS No. 168 to have an impact on the financial
statements.
In June 2009, the Securities and Exchange Commission's Office of the Chief
Accountant and Division of Corporation Finance announced the release of Staff
Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or
rescinds portions of the interpretive guidance included in the Staff Accounting
Bulletin Series in order to make the relevant interpretive guidance consistent
with current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is updating
the Series in order to bring existing guidance into conformity with recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
Financial Accounting Standards No. 141 (revised 2007), Business Combinations,
and Statement of Financial Accounting Standards No. 160, Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the Commission, nor are
they published as bearing the Commission's official approval. They represent
interpretations and practices followed by the Division of Corporation Finance
and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments. This FSP amends FASB
Statement No. 107, Disclosures about Fair Value of Financial Instruments, to
require disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial
statements. This FSP also amends APB Opinion No. 28, Interim Financial
Reporting, to require those disclosures in summarized financial information at
interim reporting periods. This FSP shall be effective for interim reporting
periods ending after June 15, 2009. The Company does not have any fair value of
financial instruments to disclose.
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments. This FSP amends the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. The FSP does not amend existing recognition and
measurement guidance related to other-than-temporary impairments of equity
securities. The FSP shall be effective for interim and annual reporting periods
ending after June 15, 2009. The Company currently does not have any financial
assets that are other-than-temporarily impaired.
19
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
As At March 31, 2010
- --------------------------------------------------------------------------------
NOTE 7 - RECENT ACCOUNTING PRONOUCEMENTS (CONTINUED)
In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies, to address some of the application issues under SFAS 141(R). The
FSP deals with the initial recognition and measurement of an asset acquired or a
liability assumed in a business combination that arises from a contingency
provided the asset or liability's fair value on the date of acquisition can be
determined. When the fair value can-not be determined, the FSP requires using
the guidance under SFAS No. 5, Accounting for Contingencies, and FASB
Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a Loss.
This FSP was effective for assets or liabilities arising from contingencies in
business combinations for which the acquisition date is on or after January 1,
2009. The adoption of this FSP has not had a material impact on our financial
position, results of operations, or cash flows during the period ended March 31,
2010.
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides guidance on estimating fair value when market activity
has decreased and on identifying transactions that are not orderly.
Additionally, entities are required to disclose in interim and annual periods
the inputs and valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.
20
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.
21
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, 2010, based on the framework set forth in
22
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, 2010
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
23
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The officers and directors of Northern Minerals Inc., whose one year terms will
expire 3/1/11, 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 46 President, 3/5/07 3/1/11
167 Caulder Drive Treasurer,
Oakville, Ontario CFO, CEO &,
Canada L6J 4T2 Director
Nicole O'Hara 48 Secretary 2/5/07 3/1/11
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. and Mrs. O'Hara currently devote 2-3 hours each 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
24
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
25
1993 - 2000
Homemaker
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.
26
ITEM 11. EXECUTIVE COMPENSATION
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, 2010 0 0 0 0 0 0 0 0
President, 2009 0 0 0 0 0 0 0 0
Director 2008 0 0 0 0 0 0 0 0
N. O'Hara, 2010 0 0 0 0 0 0 0 0
Secretary, 2009 0 0 0 0 0 0 0 0
Director 2008 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
27
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. and Mrs. O'Hara currently devote approximately 2-3 hours each per week to
manage the affairs of 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:
28
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 $15,700 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, 2010.
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.
29
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 June 8, 2010.
Northern Minerals Inc., Registrant
/s/ Damian O'Hara June 28, 2010
- ----------------------------------- -------------
Damian O'Hara, President & Director Date
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)
/s/ Nicole O'Hara June 28, 2010
- ----------------------------------- -------------
Nicole O'Hara, Secretary & Director Date
30