PINX:NHMID Annual Report 10-K Filing - 3/31/2012

Effective Date 3/31/2012

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, 2012 Commission file number 000-54667 Northern Minerals Inc. (Exact Name of Registrant as Specified in Its Charter) NEVADA 20-8624019 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 167 Caulder Drive Oakville, Ontario, Canada L6J 4T2 (Address of Principal Executive Offices & Zip Code) (905) 248-3277 (Telephone Number) Damian O'Hara 167 Caulder Drive Oakville, Ontario, Canada L6J 4T2 (905) 248-3277 (Name, Address and Telephone Number of Agent for Service) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Stock, $.001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark 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 May 30, 2012, 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 June 14, 2012. <PAGE> 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. Mine Safety Disclosures 6 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 6 Item 6. Selected Financial Data 8 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 7A Quantitative and Qualitative Disclosures About Market Risk 9 Item 8. Financial Statements and Supplementary Data 10 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 18 Item 9A. Controls and Procedures 19 Part III Item 10. Directors and Executive Officers 21 Item 11. Executive Compensation 24 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 25 Item 13. Certain Relationships and Related Transactions 26 Item 14. Principal Accounting Fees and Services 26 Part IV Item 15. Exhibits 27 Signatures 27 2 <PAGE> 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 <PAGE> 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. The report of our independent accountant to our audited financial statements for the year ended March 31, 2012 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such 4 <PAGE> 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 <PAGE> 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. MINE SAFETY DISCLOSURES N/A. 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 <PAGE> 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 <PAGE> 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 6. SELECTED FINANCIAL DATA Not applicable to a "smaller reporting company" as defined in Item 10(f)(1) of SEC regulation S-K. 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 $14,880 and $11,175 for the years ended March 31, 2012 and 2011, respectively. These expenses consisted of professional fees and 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, 2012 was $98,507. 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, 2012 was $1,293 and outstanding liabilities were $42,800, 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. 8 <PAGE> 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. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable to a "smaller reporting company" as defined in Item 10(f)(1) of SEC regulation S-K. 9 <PAGE> ITEM 8. FINANCIAL STATEMENTS Hamilton PC -------------------------------------------------------------------------------- 2121 S. Oneida St., Suite 312 Denver, CO 80224 P: (303) 548-8072 F: (888) 466-4216 ed@hamiltonpccpa.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders of Northern Minerals, Inc. Oakville, Ontario, CANADA We have audited the accompanying balance sheet of Northern Minerals, Inc. as of March 31, 2012, and the related statements of income, retained earnings, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Northern Minerals, Inc. as of March 31, 2011, were audited by other auditors. Those auditors expressed an unqualified opinion on those financial statements in their report dated June 9, 2011. We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Northern Minerals, Inc. as of March 31, 2012, and the result of its operations and its cash flows for periods then ended, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that Northern Minerals, Inc. will continue as a going concern. As discussed in Note 6 to the financial statements, Northern Minerals, Inc. suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Hamilton, PC ----------------------------- Hamilton, PC Denver, Colorado June 4, 2012 10 <PAGE> NORTHERN MINERALS INC. (An Exploration Stage Company) Balance Sheets -------------------------------------------------------------------------------- As of As of March 31, 2012 March 31, 2011 -------------- -------------- <S> <C> <C> ASSETS CURRENT ASSETS Cash $ 1,293 $ 2,493 -------- -------- TOTAL CURRENT ASSETS $ 1,293 $ 2,493 -------- -------- TOTAL ASSETS $ 1,293 $ 2,493 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ -- $ 1,820 Loan from a director 42,800 27,300 -------- -------- TOTAL CURRENT LIABILITIES $ 42,800 $ 29,120 TOTAL LIABILITIES $ 42,800 $ 29,120 STOCKHOLDERS' EQUITY Common stock, ($0.001 par value, 75,000,000 shares authorized; 5,400,000 shares issued and outstanding as at March 31, 2012 and March 31, 2011 $ 5,400 $ 5,400 Additional paid-in capital 51,600 51,600 Deficit accumulated during exploration stage (98,507) (83,627) -------- -------- TOTAL STOCKHOLDERS' EQUITY $(41,507) $(26,627) -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 1,293 $ 2,493 ======== ======== See Notes to Financial Statements 11 <PAGE> NORTHERN MINERALS INC. (An Exploration Stage Company) Statements of Operations -------------------------------------------------------------------------------- March 5, 2007 (inception) Year Ended Year Ended through March 31, 2012 March 31, 2011 March 31, 2012 -------------- -------------- -------------- <S> <C> <C> <C> REVENUES Revenues $ -- $ -- $ -- ---------- ---------- ---------- TOTAL REVENUES $ -- $ -- $ -- EXPENSES Professional Fees $ 10,500 $ 8,500 $ 45,000 General & Administrative Expenses 4,380 2,675 53,507 ---------- ---------- ---------- TOTAL GENERAL & ADMINISTRATIVE EXPENSES $ 14,880 $ 11,175 $ 98,507 ---------- ---------- ---------- NET INCOME (LOSS) $ (14,880) $ (11,175) $ (98,507) ========== ========== ========== BASIC EARNINGS PER SHARE $ 0.00 $ 0.00 ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,400,000 5,400,000 ========== ========== See Notes to Financial Statements 12 <PAGE> NORTHERN MINERALS INC. (An Exploration Stage Company) Statement of Changes in Stockholders' Equity From March 5, 2007 (Inception) through March 31, 2012 -------------------------------------------------------------------------------- Deficit Accumulated Common Additional During Common Stock Paid-in Exploration Stock Amount Capital Stage Total ----- ------ ------- ----- ----- <S> <C> <C> <C> <C> <C> 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) ========== ======= ======== ========= ======== Net loss, March 31, 2011 (11,175) (11,175) ---------- ------- -------- --------- -------- BALANCE, MARCH 31, 2011 5,400,000 $ 5,400 $ 51,600 $ (83,627) $(26,627) ========== ======= ======== ========= ======== Net loss, March 31, 2012 (14,880) (14,880) ---------- ------- -------- --------- -------- BALANCE, MARCH 31, 2012 5,400,000 $ 5,400 $ 51,600 $ (98,507) $(41,507) ========== ======= ======== ========= ======== See Notes to Financial Statements 13 <PAGE> NORTHERN MINERALS INC. (An Exploration Stage Company) Statements of Cash Flows -------------------------------------------------------------------------------- March 5, 2007 (inception) Year Ended Year Ended through March 31, 2012 March 31, 2011 March 31, 2012 -------------- -------------- -------------- <S> <C> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(14,880) $(11,175) $(98,507) 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 (1,820) 1,820 -- -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $(16,700) $ (9,355) $(98,507) CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Loan from a related party $ 15,500 $ 11,600 $ 42,800 Issuance of common stock -- -- 57,000 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES $ 15,500 $ 11,600 $ 99,800 -------- -------- -------- NET INCREASE (DECREASE) IN CASH $ (1,200) $ 2,245 $ 1,293 CASH AT BEGINNING OF PERIOD 2,493 248 -- -------- -------- -------- CASH AT END OF YEAR $ 1,293 $ 2,493 $ 1,293 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- ======== ======== ======== Income Taxes $ -- $ -- $ -- ======== ======== ======== See Notes to Financial Statements 14 <PAGE> NORTHERN MINERALS INC. (An Exploration Stage Company) Notes to Financial Statements As at March 31, 2012 -------------------------------------------------------------------------------- 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. 15 <PAGE> NORTHERN MINERALS INC. (An Exploration Stage Company) Notes to Financial Statements As at March 31, 2012 -------------------------------------------------------------------------------- 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. 16 <PAGE> NORTHERN MINERALS INC. (An Exploration Stage Company) Notes to Financial Statements As at March 31, 2012 -------------------------------------------------------------------------------- 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. 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, 2012, $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 $98,507 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. 17 <PAGE> ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE 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 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 provided us with a letter that was attached as Exhibit 16 to the Form 8-K/A filed on November 3, 2011. (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. 18 <PAGE> 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, 2012, based on the framework set forth in 19 <PAGE> 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, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 20 <PAGE> PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS The officers and directors of Northern Minerals Inc., whose one year terms will expire 3/1/13, 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 47 President, 3/5/07 3/1/13 167 Caulder Drive Treasurer, Oakville, Ontario CFO, CEO &, Canada L6J 4T2 Director Nicole O'Hara 49 Secretary 2/5/07 3/1/13 167 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 21 <PAGE> JUNE 1998 - JUNE 2001 Director - International A. Nelson & Co. Role: To develop international markets for Nelson's range of herbal and homoeopathic remedies 1995 - 1998 General Manager Marketing - GTC Olayan, Khobar, Saudi Arabia Role: To oversee the development and implementation of marketing programmes for our client brands, including Coca-Cola, Duracell, Nestle, Colgate, Kimberly-Clark and Nabisco. 1992 - 1995 General Manager - Publi-Graphics Advertising, Dubai Role: To manage and grow PG's advertising and below-the-line revenues 1989 - 1990 Senior Account Director - J. Walter Thompson, Hong Kong 1987 - 1989 Account Manager / Account Director - Ogilvy & Mather, Hong Kong 1986 - 1987 Account Executive / Account Manager - MHA Advertising, London, England EDUCATION B.A. (Hons.) Business Studies - University of Westminster (July 1987) Member - Chartered Institute of Marketing (1988) Member - International Institute of Advertising (1990) Dip. M (Chartered Institute of Marketing) (1987) Dip. DM (Institute of Direct Marketing) (1989) NICOLE O'HARA - DIRECTOR & SECRETARY WORK EXPERIENCE 2005 to date Senior Vice-President - Easyway Management Services Ltd. Role: To provide management and marketing consultancy to SME's 2000 - 2005 Vice-President, Operations - Allen Carr North America Role: To handle the organizational and logistical side of the establishment and development of the Allen Carr smoking cessation seminar and publishing businesses in North America 1993 - 2000 Homemaker 22 <PAGE> 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. 23 <PAGE> ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE Change in Pension Value and Non-Equity Nonqualified Incentive Deferred All Name and Plan Compen- Other Principal Stock Option Compen- sation Compen- Position Year Salary Bonus Awards Awards sation Earnings sation Totals ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------ <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> D. O'Hara, 2012 0 0 0 0 0 0 0 0 CEO, 2011 0 0 0 0 0 0 0 0 President, Director N. O'Hara, 2012 0 0 0 0 0 0 0 0 Secretary, 2011 0 0 0 0 0 0 0 0 Director 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 ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------ <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> D. O'Hara 0 0 0 0 0 0 0 0 0 N. O'Hara 0 0 0 0 0 0 0 0 0 24 <PAGE> 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 ---- ---- ------ ------ ------------ -------- ------------ ----- <S> <C> <C> <C> <C> <C> <C> <C> 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. 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: 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. 25 <PAGE> 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 $42,800 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 $10,500 for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil during the year ended March 31, 2012. 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, 2011. 26 <PAGE> PART IV ITEM 15. EXHIBITS The following exhibits are included with this filing. Those marked with an asterisk and required to be filed herehunder, are incorporated by reference can be found in their entirety in our original 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 101 Interactive data files pursuant to Rule 405 of Regulation S-T 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 report to be signed on its behalf by the undersigned, in the city of Oakville, Province of Ontario, on June 14, 2012. Northern Minerals Inc., Registrant /s/ Damian O'Hara June 14, 2012 ----------------------------------- ------------ Damian O'Hara, President & Director Date (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) /s/ Nicole O'Hara June 14, 2012 ----------------------------------- ------------ Nicole O'Hara, Secretary & Director Date 27

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