PINX:NHMID Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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 June 30, 2012 Commission File Number 000-54667 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 August 13, 2012. <PAGE> NORTHERN MINERALS INC. TABLE OF CONTENTS Page No. -------- Part I Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Quantitative and Qualitative Disclosures about Market Risk 9 Item 4. Controls and Procedures 9 Part II Item 1. Legal Proceedings 10 Item 1A. Risk Factors 10 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 10 Item 3. Defaults Upon Senior Securities 10 Item 4. Mine Safety Disclosures 10 Item 5. Other Information 10 Item 6. Exhibits 11 Signatures 12 2 <PAGE> ITEM 1. FINANCIAL STATEMENTS The following interim unaudited financial statements of Northern Minerals, Inc. (the "Company") for the three month period ended June 30, 2012 are included with this Quarterly Report on Form 10-Q: (a) Balance Sheets as at June 30, 2012 and March 31, 2012. (b) Statement of Operations and Comprehensive Loss for (i) the three months ended June 30, 2012 and 2011, and (ii) the cumulative period from inception (March 5, 2007) to June 30, 2012. (c) Statements of Cash Flows for (i) the three months ended June 30, 2012 and 2011, and (ii) the cumulative period from inception (March 5, 2007) to June 30, 2012. (d) Notes to Financial Statements. 3 <PAGE> NORTHERN MINERALS INC. (An Exploration Stage Company) Balance Sheet -------------------------------------------------------------------------------- As of As of June 30, 2012 March 31, 2012 ------------- -------------- <S> <C> <C> ASSETS CURRENT ASSETS Cash $ 967 $ 1,293 ---------- ---------- TOTAL CURRENT ASSETS 967 1,293 ---------- ---------- $ 967 $ 1,293 ========== ========== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 100 $ -- Loan from a director 47,800 42,800 ---------- ---------- TOTAL CURRENT LIABILITIES 47,900 42,800 TOTAL LIABILITIES 47,900 42,800 STOCKHOLDERS' EQUITY Common stock, ($0.001 par value, 75,000,000 shares authorized; 5,400,000 shares issued and outstanding as at June 30, 2010 and March 31, 2010 5,400 5,400 Additional paid-in capital 51,600 51,600 Deficit accumulated during exploration stage (103,933) (98,507) ---------- ---------- TOTAL STOCKHOLDERS' EQUITY (46,933) (41,507) ---------- ---------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 967 $ 1,293 ========== ========== See Accompanying Notes to Financial Statements 4 <PAGE> NORTHERN MINERALS INC. (An Exploration Stage Company) Statement of Operations -------------------------------------------------------------------------------- March 5, 2007 Three Months Three Months (inception) Ended Ended through June 30, 2012 June 30, 2011 June 30, 2012 ------------- ------------- ------------- <S> <C> <C> <C> REVENUES Revenues $ -- $ -- $ -- ----------- ----------- ----------- TOTAL REVENUES -- -- -- EXPENSES Professional Fees 4,000 6,000 49,000 General & Administrative Expenses 1,426 685 54,933 ----------- ----------- ----------- TOTAL GENERAL & ADMINISTRATIVE EXPENSES (5,426) (6,685) (103,933) ----------- ----------- ----------- NET INCOME (LOSS) $ (5,426) $ (6,685) $ (103,933) =========== =========== =========== BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,400,000 5,400,000 =========== =========== See Accompanying Notes to Financial Statements 5 <PAGE> NORTHERN MINERALS INC. (An Exploration Stage Company) Statement of Cash Flows -------------------------------------------------------------------------------- March 5, 2007 Three Months Three Months (inception) Ended Ended through June 30, 2012 June 30, 2011 June 30, 2012 ------------- ------------- ------------- <S> <C> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (5,426) $ (6,685) $(103,933) 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 100 6,300 100 --------- --------- --------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (5,326) (385) (103,833) 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 5,000 -- 47,800 Issuance of common stock -- -- 57,000 --------- --------- --------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 5,000 -- 104,800 --------- --------- --------- NET INCREASE (DECREASE) IN CASH (326) (385) 967 CASH AT BEGINNING OF PERIOD 1,293 2,493 -- --------- --------- --------- CASH AT END OF PERIOD $ 967 $ 2,108 $ 967 ========= ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- ========= ========= ========= Income Taxes $ -- $ -- $ -- ========= ========= ========= See Accompanying Notes to Financial Statements 6 <PAGE> NORTHERN MINERALS INC. (An Exploration Stage Company) Notes to Financial Statements As at June 30, 2012 NOTE 1. BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Northern Minerals Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Northern Minerals' Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2012 as reported in the Form 10-K have been omitted. It is management's opinion that all adjustments necessary for a fair statement of the results of the interim periods have been made, and all adjustments are of a normal recurring nature. NOTE 2. GOING CONCERN As of June 30, 2012, Northern Minerals has not generated revenues and has accumulated losses since inception. The continuation of Northern Minerals as a going concern is dependent upon the continued financial support from its shareholders, its ability to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding Northern Minerals' ability to continue as a going concern. NOTE 3. LOAN PAYABLE - RELATED PARTY As of June 30, 2012, $47,800 is owed to Damian O'Hara and is non interest bearing with no specific repayment terms. 7 <PAGE> 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 June 30, 2012 was $967 and outstanding liabilities were $47,900. 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 June 30, 2012 was $103,933. We incurred operating expenses of $5,426 and $6,685 for the three months ended June 30, 2012 and 2011, 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. 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 June 30, 2012 the directors had loaned the company $47,800. Through June 30, 2012 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 8 <PAGE> 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item. 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 June 30, 2012. 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 June 30, 2012, 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. 9 <PAGE> 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. MINE SAFETY DISCLOSURES None. 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. 10 <PAGE> (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 11 <PAGE> 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. August 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 August 13, 2012 --------------------------------------------- --------------- Damian O'Hara, President & Director Date (Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer) /s/ Nicole O'Hara August 13, 2012 --------------------------------------------- --------------- Nicole O'Hara, Secretary & Director Date 12

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PINX:NHMID Quarterly Report 10-Q Filing - 6/30/2012
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