NORTHERN MINERALS & EXPLORATION LTD. - Quarter Report: 2009 January (Form 10-Q)

U.S.SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q

Quarterly Report under Section 13) or 15(d) of

The Securities Act of 1934

For the Period ended January 31, 2009

Commission File Number 333-146934

PUNCHLINE ENTERTAINMENT, INC.

(Name of small business issuer in its charter)

Nevada N/A

(State of incorporation) (Employer ID Number)

991 24th Drive, S.E.

Everett, WA 98208

(425)-923-8012

(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 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)

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:


Class	Outstanding as of March 17, 2009
Common Stock, $0.001	5,000,000

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PUNCHLINE ENTERTAINMENT, INC

Form 10-Q

Page #


Part 1	FINANCIAL INFORMATION

Item 1	Financial Statements	3
	Balance Sheets	3
	Statements of Operations	4
	Statements of Cash Flows	5
	Notes to Financial Statements	6

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	11

Part II.	OTHER INFORMATION

Item 1	Legal Proceedings	12

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 3	Defaults Upon Senior Securities	12

Item 4	Submission of Matters to a Vote of Security Holders	12

Item 5	Other Information	12

Item 6	Exhibits	13

	Signatures

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PART I

ITEM 1. FINANCIAL STATEMENTS


PUNCHLINE ENTERTAINMENT, INC (A Development Stage Company) Balance Sheets
Assets
			January 31,			July 31,
			2009			2008
			(Unaudited)			(Audited)
Current Assets
	Cash	$	6,448	$		2,198
	Total Current Assets		6,448			2,198
Other Assets
	Vending Equipment		5,000			5,000
	Total Other Assets		5,000			5,000

Total Assets		$	11,448	$		7,198


Liabilities and Stockholders’ Equity


Current Liabilities
	Accounts payable and accrued liabilities	$	5,500	$	2,003
	Advances from Officers		20,103		10,100
Total Current Liabilities			25,603		12,103

Stockholders’ Equity
	Common stock, $0.001par value, 75,000,000 shares authorized;
	5,000,000 shares issued and outstanding		5,000		5,000
	Additional paid-in-capital		23,000		23,000
	Deficit accumulated during the development stage		(42,155)		(32,905)
Total stockholders’ equity (deficit)			(14,155)		(4,905)
Total liabilities and stockholders’ equity		$	11,448	$	7,198

The accompanying notes are an integral part of these financial statements.

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PUNCHLINE ENTERTAINMENT, INC (A Development Stage Company) Statements of Operations (Unaudited)
		Three Months Ended January 31, 2009		Three Months Ended January 31, 2008		Six Months Ended January 31, 2009		Six Months Ended January 31, 2008		From Inception on December 11, 2006 through January 31, 2009
Revenues
	Revenues		$ -		$ 445		$ -		$ 915	$ 915
Total Revenues			-		445				915	915

Expenses
	General and Administrative Expenses	4,194		8,524		9,250		14,133		43,070
Total Expenses		4,194		8,524		9,250		14,133		43,070

Net income (loss)		$ (4,194)		(8,079)		$ (9,250)		(13,218)		(42,155)

(Loss) per share – Basic and diluted		$ (0.00)		$ (0.00)		$ (0.00)		$ (0.00)

Weighted Average Number of Common Shares Outstanding		5,000,000		5,000,000		5,000,000		5,000,000

The accompanying notes are an integral part of these financial statements.

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PUNCHLINE ENTERTAINMENT, INC (A Development Stage Company) Statements of Cash Flows (Unaudited)
				Six Months Ended January 31, 2009		Six Months Ended January 31, 2008		From Inception on December 11, 2006 to January 31, 2009
Cash Flows from (used in) Operating Activities
	Net (loss)		$	(9,250)	$	(13,218)	$	(42,155)
	Accounts payables and accrued liabilities			3,497				5,500
	Net cash used for operating activities			(5,753)		(13,218)		(36,655)

Cash Flows from (used in) Investing Activities
	Purchase of Vending Equipment							(5,000)
	Net Cash provided by (used in) Investing Activities							(5,000)

Cash Flows from (used in) Financing Activities
	Sale of common stock			-		-		28,000
	Advances from Officers			10,003		-		20,103
	Net cash provided by financing activities			10,003		-		48,103

Net increase (decrease) in cash and equivalents				4,250		(13,218)		6,448

Cash and equivalents at beginning of the period				2,198		22,618		-
Cash and equivalents at end of the period			$	6,448	$	9,400	$	6,448


		Supplemental cash flow information:

		Cash paid for:

		Interest	$	-			$	-
		Taxes	$	-			$	-


Non-Cash Activities			$	-			$	-

The accompanying notes are an integral part of these financial statements.

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PUNCHLINE ENTERTAINMENT, INC

(A Development Stage Company)

Notes To The Financial Statements

January 31, 2009

(Unaudited)

1. ORGANIZATION AND BUSINESS OPERATIONS

PUNCHLINE ENTERTAINMENT, INC. (the "Company") is a Nevada corporation incorporated on December 11, 2006. The Company is a development stage company that intends to place vending machines in venues such as bars, pubs and night clubs in the Seattle, Washington area. As at January 31, 2009, the Company had a loss from operations of $42,155, working capital equity of $6,448 and has earned $915 in revenues since inception.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

b) Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $42,155 as of January 31, 2009 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.

c) Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

d) Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

e) Foreign Currency Translation

The Company's functional currency and its reporting currency is the United States dollar.

f) Financial Instruments

The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.

g) Stock-based Compensation

Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R). To date, the Company has not adopted a stock option plan and has not granted any stock options.

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PUNCHLINE ENTERTAINMENT, INC

(A Development Stage Company)

Notes To The Financial Statements

January 31, 2009

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

h) Income Taxes

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

i) Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with SFAS No. 128,"Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.

Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

j) Fiscal Periods

The Company's fiscal year end is July 31.

k) Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company's results of operations, financial position or cash flow. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

3.CAPITAL STOCK

A) AUTHORIZED STOCK

The Company has authorized 75,000,000 common shares with $0.001 par value. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholder of the corporation is sought.

B) SHARE ISSUANCE

From inception of the Company (Dec 11, 2006), to January 31, 2009, the Company issued 3,000,000 shares of common stock to the director at $.001/per share, 1,500,000 shares were issued to private shareholders at $.01/per share and 500, 000 shares to private shareholders at $.02/ per share for a total of $28,000.

4. INCOME TAXES

As of January 31, 2009, the Company had net operating loss carry forwards of approximately $42,155 that may be available to reduce future years’ taxable income through 2029. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

5. RELATED PARTY TRANSACTIONS

The sole officer and director of the Company may, in the future, become involved in other business opportunities as they become available, thus he may face a conflict in selecting between the Company and his other business opportunities. The company has not formulated a policy for the resolution of such conflicts.

While the company is in its organization phase, the director has advanced funds to the company to pay for any costs incurred by it. These funds are interest free. The balance due the director was $20,103 on January 31, 2009.

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FORWARD-LOOKING STATEMENTS

Statements contained herein which are not historical facts are forward-looking statements as that term is defined by the Private Securities Litigation Reform Act of 1995. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a start-up company in a highly competitive market and access to sources of capital.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this form 10-Q.

Except for the historical information contained herein, the discussion in this form 10-Q contains certain forward-looking statements that involve risk and uncertainties, such as statements of plans, objectives, expectations and intentions. The cautionary statements made in this form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear in this form 10-Q. The Company's actual results could differ materially from those discussed here.

BUSINESS

Our core business is the placing of strength testing amusement machines called

"Boxers", in various venues in the State of Washington.

Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or " Punchline Entertainment," refers to PUNCHLINE ENTERTAINMENT, INC.

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CURRENT BUSINESS OPERATIONS

We intend to enter into agreements with bars, pubs and night-clubs granting us permission to set up "Boxers" at their premises and we plan to generate income from the placement of these machines in the general Seattle area and after contacting about 100 venues we hope to place between 15 and 20 "Boxers". Thereafter, we intend to expand our business to other locations throughout North America.

We expect to operate at a loss during our initial development/operating period. We have not attained profitable operations and are dependent upon obtaining financing to pursue the purchase of amusement games. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

RESULTS OF OPERATION

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Six Month Period Ended January 31, 2009 Compared to Six Month Period Ended January 31, 2008

Our net loss for the six-month period ended January 31, 2009 was approximately ($9,250) compared to a net loss of ($13,218) during the six-month period ended January 31, 2008. During the six-month period ended January 31, 2009, we did not generate any revenue compared to a revenue of $915 during the six-month period ended January 31, 2008.

During the six-month period ended January 31, 2009, we incurred general and administrative expenses of approximately $9,250 compared to $14,133 incurred during the six-month period ended January 31, 2008. General and administrative expenses incurred during the six-month period ended January 31, 2009 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

Our net loss during the six-month period ended January 31, 2009 was ($9,250) or ($0.00) per share compared to a net loss of ($13,218) or ($0.00) per share during the six-month period ended January 31, 2008. The weighted average number of shares outstanding was 5,000,000 for the six-month period ended January 31, 2009 and 2008, respectively.

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LIQUIDITY AND CAPITAL RESOURCES

Six-Month Period Ended January 31, 2009

As at the six-month period ended January 31, 2009, our current assets were $6,448; other assets were $5,000 and our current liabilities were $25,603, which resulted in a working capital deficiency of ($14,155). As at the six-month period ended January 31, 2009, current assets were comprised of $6,448 in cash and other assets were comprised of $5,000 in Vending Equipment. As at the six-month period ended January 31, 2009, current liabilities were comprised of $20,103 in Advances from Officers and $5,500 in accounts payable and accrued liabilities.

As at the six-month period ended January 31, 2009, our total assets were $11,448 comprised of $6,448 in current assets and $5,000 in other assets compared to $7,198 at fiscal year ended July 31, 2008. The increase in total assets during the six-month period ended January 31, 2009 from fiscal year ended July 31, 2008 was due to an increase in cash resulting from Advances from Officers.

As at the six-month period ended January 31, 2009, our total liabilities were $25,603 comprised entirely of current liabilities compared to $12,103 at fiscal year ended July 31, 2008. The increase in liabilities during the six-month period ended January 31, 2009 from fiscal year ended July 31, 2008 was primarily due to the increase in Advances from Officers and accounts payables.

Stockholders’ deficit increased from ($4,905) for fiscal year ended July 31, 2008 to ($14,155) for the six-month period ended January 31, 2009.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six-month period ended January 31, 2009, net cash flows used in operating activities was ($5,753), consisting of a net loss of ($9,250) and accounts payables of $3,497. For the six-month period ended January 31, 2008, net cash flows used in operating activities was ($13,218), consisting of a net loss of ($13,218).

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the six-month period ended January 31, 2009, net cash flows provided from financing activities was $10,003, consisting of $10,003 Advances from Officers. For the six-month period ended January 31, 2008, net cash flows provided from financing activities was $0.

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business. We expect to earn revenues from the one machine we have already placed but there is no guaranty that this will occur.

Our cash reserves are not sufficient to meet our obligations for the next twelve month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We may also seek to obtain short-term loans from our directors, although no such arrangements have been made. At this time, we cannot provide investors with any assurance that we will be able to obtain sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.

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MATERIAL COMMITMENTS

As of the date of this Quarterly Report, we have a material commitment for fiscal year 2008/2009. During the period from inception (December 11, 2006) to January 31, 2009, Nikolai Malitski, our Chief Executive Officer and a director, has advanced funds to the company to pay for any costs incurred by it. These funds are interest free and payable upon demand. The balance due the director was $20,103 on January 31, 2009.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the small business issuer's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our July 31, 2008 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required.

ITEM 4. 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 principal financial officer, we have

conducted an evaluation of the effectiveness of the design and operation of our

disclosure controls and procedures and 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 recorded, processed, summarized and reported within the

time periods specified in SEC rules and forms relating to our Company,

particularly during the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in

other factors that could significantly affect these controls subsequent to the

evaluation date. We have not identified any significant deficiencies or material

weakness in our internal controls and therefore there were no corrective actions

taken.

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PART II-OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of

any pending or potential legal actions.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of unregistered securities during the period of this report.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period of 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

There was no information required to be disclosed on form 8-K during the period

of this report.

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ITEM 6. EXHIBITS

Exhibits:

31.1 Certification of Chief Executive Officer pursuant to Securities Exchange

Act of 1934 Rule 13a-14(a) or 15d-14(a).

31.2 Certification of Chief Financial Officer pursuant to Securities Exchange

Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b)

or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused

this report to be signed on its behalf by the undersigned, thereunto duly

authorized.

March 17, 2009 Punchline Entertainment Inc.

By: /s/ Nikolai Malitski

________________________

Nikolai Malitski, President,

Chief Executive Officer, Chief

Financial Officer, Principal

Accounting Officer,

Treasurer and Sole Director

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