UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For the quarterly period ended December 31, 2011
Commission File Number 333-144840
NORTHERN MINERALS INC.
(Name of small business issuer in its charter)
Nevada 20-8624019
(State of incorporation) (IRS Employer ID Number)
167 Caulder Drive
Oakville, Ontario, Canada L6J 4T2
(905) 248-3277
(Address and telephone number of principal executive offices)
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 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 [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if Smaller reporting company)
There were 5,400,000 shares of Common Stock outstanding as of February 13, 2012.
ITEM 1. FINANCIAL STATEMENTS.
The un-audited quarterly financial statements for the period ended December 31,
2011, prepared by the company, immediately follow.
2
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
December 31, March 31,
2011 2011
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 5,223 $ 2,493
-------- --------
TOTAL CURRENT ASSETS 5,223 2,493
-------- --------
$ 5,223 $ 2,493
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 820 $ 1,820
Loan from a director 42,800 27,300
-------- --------
TOTAL CURRENT LIABILITIES 43,620 29,120
TOTAL LIABILITIES 43,620 29,120
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 5,400,000 shares issued and outstanding
as at December 31, 2011 and March 31, 2011 5,400 5,400
Additional paid-in capital 51,600 51,600
Deficit accumulated during exploration stage (95,397) (83,627)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (38,397) (26,627)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 5,223 $ 2,493
======== ========
See Notes to Financial Statements
3
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
March 5, 2007
Three Months Three Months Nine Months Nine Months (inception)
Ended Ended Ended Ended through
December 31, December 31, December 31, December 31, December 31,
2011 2010 2011 2010 2011
---------- ---------- ---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- -- --
EXPENSES
Professional Fees 1,500 1,500 9,000 7,000 43,500
General & Administrative Expenses 1,150 545 2,770 1,555 51,897
---------- ---------- ---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (2,650) (2,045) (11,770) (8,555) (95,397)
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (2,650) $ (2,045) $ (11,770) $ (8,555) $ (95,397)
========== ========== ========== ========== ==========
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,400,000 5,400,000 5,400,000 5,400,000
========== ========== ========== ==========
See Notes to Financial Statements
4
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
March 5, 2007
Nine Months Nine Months (inception)
Ended Ended through
December 31, December 31, December 31,
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(11,770) $ (8,555) $(95,397)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in Accounts Payable (1,000) 160 820
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (12,770) (8,395) (94,577)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in Loan from a director 15,500 10,600 42,800
Issuance of common stock -- -- 57,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 15,500 10,600 99,800
-------- -------- --------
NET INCREASE (DECREASE) IN CASH 2,730 2,205 5,223
CASH AT BEGINNING OF PERIOD 2,493 248 --
-------- -------- --------
CASH AT END OF PERIOD $ 5,223 $ 2,453 $ 5,223
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
5
NORTHERN MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
As at December 31, 2011
--------------------------------------------------------------------------------
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 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
FINANCIAL STATEMENTS
The accompanying interim financial statements of Northern Minerals Inc. for the
three and nine months ended December 31, 2011, have been prepared by the Company
without audit. In the opinion of management, all adjustments necessary for a
fair presentation of the financial position, results of operations, and cash
flows as of December 31, 2011, and for all periods presented herein, have been
made, and all adjustments are of a normal, recurring nature.
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.
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NORTHERN MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
As at December 31, 2011
--------------------------------------------------------------------------------
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
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.
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NORTHERN MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
As at December 31, 2011
--------------------------------------------------------------------------------
NOTE 3 - MINERAL CLAIMS
The Company has been in the exploration stage since its inception and has not
yet realized any revenues from its planned operations. It is primarily engaged
in the acquisition and exploration of mining properties. Mineral property
exploration costs are expensed as incurred. Mineral property acquisition costs
are initially capitalized when incurred using the guidance in EITF 04-02,
"WHETHER MINERAL RIGHTS ARE TANGIBLE OR INTANGIBLE ASSETS". The Company assesses
the carrying costs for impairment under SFAS No. 144, "ACCOUNTING FOR IMPAIRMENT
OR DISPOSAL OF LONG LIVED ASSETS" at each fiscal quarter end. When it has been
determined that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs then 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.
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NORTHERN MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
As at December 31, 2011
--------------------------------------------------------------------------------
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 December 31, 2011, $42,800 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
$95,397 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.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. Any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act. The words "believes," "anticipates," "plans," "seeks,"
"expects," "intends" and similar expressions identify some of the
forward-looking statements. Forward-looking statements are not guarantees of
performance or future results and involve risks, uncertainties and assumptions.
The factors discussed elsewhere in this Form 10-Q could also cause actual
results to differ materially from those indicated by the Company's
forward-looking statements. The Company undertakes no obligation to publicly
update or revise any forward-looking statements.
BUSINESS AND PLAN OF OPERATION
Northern Minerals Inc. was incorporated in the State of Nevada on March 5, 2007
to engage in the acquisition, exploration and development of natural resource
properties. We are an exploration stage company with no revenues or operating
history.
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.
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at December 31, 2011 was $5,223 and outstanding liabilities
were $43,620. 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. If we experience a shortfall of
funds our directors have agreed to continue to loan us funds, however they have
no obligation to do so.
RESULTS OF OPERATIONS
We are still in our development stage and have no revenues to date. Our net loss
since inception through December 31, 2011 was $95,397.
We incurred operating expenses of $2,650 and $2,045 for the three months ended
December 31, 2011 and 2010, respectively. These expenses consisted of general
operating expenses and professional fees incurred in connection with the day to
day operation of our business and the filing of our required statements with the
Securities and Exchange Commission.
We incurred operating expenses of $11,770 and $8,555 for the nine months ended
December 31, 2011 and 2010, respectively. These expenses consisted of general
operating expenses and professional fees incurred in connection with the day to
day operation of our business and the filing of our required statements with the
Securities and Exchange Commission.
10
If we experience a shortage of funds we may utilize funds from our directors,
who have informally agreed to advance funds, however they have no formal
commitment, arrangement or legal obligation to advance or loan funds to the
company. If they fail to do so we may be required to terminate our business. We
are an exploration stage company and have generated no revenue to date. Through
December 31, 2011 the directors had loaned the company $42,800. Through December
31, 2011 we had sold $57,000 in equity securities to pay for our business
operations. On February 18, 2008, we closed our offering pursuant to a SB-2
Registration Statement filed with the U.S. Securities and Exchange Commission,
which became effective on October 12, 2007. We sold 2,000,000 shares of common
stock to 30 unaffiliated shareholders at $.02 per share for total proceeds of
$40,000.
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 4. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Management maintains "disclosure controls and procedures," as such term is
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed in Northern Minerals' Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms, and that such information is accumulated
and communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
In connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of December 31, 2011.
Based on that evaluation, management concluded, as of the end of the period
covered by this report, that Northern Minerals' disclosure controls and
procedures were effective in recording, processing, summarizing, and reporting
information required to be disclosed, within the time periods specified in the
Securities and Exchange Commission's rules and forms.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
As of the end of the period covered by this report, there have been no changes
in Northern Minerals' internal controls over financial reporting during the
quarter ended December 31, 2011, that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting
subsequent to the date of management's last evaluation.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Northern Minerals Inc. is not currently involved in any legal proceedings and we
are not aware of any pending or potential legal actions.
ITEM 1A. RISK FACTORS.
There has been no change to the Risk Factors disclosed in our Form 10-K filed
with the Securities and Exchange Commission for the year ended March 31, 2011.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
There were no sales of unregistered securities during the period covered by this
report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
There were no defaults upon senior securities during the period covered by this
report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders during the period
covered by this report.
ITEM 5. OTHER INFORMATION.
The following events were reported on Form 8-K/A as filed on November 3, 2011:
(A) RESIGNATION OF MALCOLM L. POLLARD, INC.
On October 24, 2011, we were notified of the retirement of our principal
independent accountant, Malcolm L. Pollard, Inc., due to his retirement he has
declined to stand for re-election.
MALCOLM L. POLLARD has served as our principal independent accountant from
November 8, 2010 through October 24, 2011.
The principal independent accountant's report issued by Malcolm L. Pollard for
the years ended March 31, 2011 and 2010 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, 2011 through October
24, 2011 there were no disagreements with Malcolm L. Pollard, Inc., 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 Malcolm L. Pollard, Inc.'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 he furnish us with a letter addressed to the
U.S. Securities and Exchange Commission stating whether or not he disagrees with
the above statements and he has provided us with a letter that was attached as
Exhibit 16 to the Form 8-K/A.
12
(B) ENGAGEMENT OF HAMILTON PC
On October 27, 2011, upon authorization and approval of the Company's Board of
Directors, the Company engaged the services of Hamilton PC as its independent
registered public accounting firm.
No consultations occurred between the Company and Hamilton PC during the years
ended March 31, 2011 and 2010 and through October 27, 2011 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.
ITEM 6. EXHIBITS.
The following exhibits are included with this quarterly 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 No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31 Rule 13a-14(a)/15d-14(a) Certification
32 Certification Pursuant to 18 U.S.C. 1350
101 Interactive data files pursuant to Rule 405 of Regulation S-T
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
February 13, 2012 Northern Minerals Inc., Registrant
/s/ Damian O'Hara
----------------------------------------
By: Damian O'Hara, President & Director
(Chief Executive Officer, Principal
Financial Officer & Principal Accounting
Officer)
/s/ Nicole O'Hara
----------------------------------------
By: Nicole O'Hara
(Director, Secretary)
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Damian O'Hara February 13, 2012
--------------------------------------------- -----------------
Damian O'Hara, President & Director Date
(Chief Executive Officer, Principal Financial
Officer, Principal Accounting Officer)
/s/ Nicole O'Hara February 13, 2012
--------------------------------------------- -----------------
Nicole O'Hara, Secretary & Director Date
14