NORTHERN MINERALS & EXPLORATION LTD. - Quarter Report: 2020 January (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark
One)
☒ QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended January 31,
2020
or
☐ TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from _________ to ___________
Commission
File Number 333-146934
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NORTHERN MINERALS & EXPLORATION LTD.
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(Exact
name of registrant as specified in its charter)
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Nevada
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98-0557171
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(State
or other jurisdiction ofincorporation or organization)
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(IRS
EmployerIdentification No.)
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10 West Broadway, Salt Lake City, UT
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84101
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(Address
of principal executive offices)
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(Zip
Code)
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(801) 885-9260
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(Registrant’s
telephone number, including area code)
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(Former
name, former address and former fiscal year, if changed since last
report)
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Indicate
by check mark whether the registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§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 whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer ☐
Non-accelerated
filer ☒
Emerging
growth company ☐
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Accelerated
filer ☐
Smaller
reporting company ☒
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If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date.
59,078,479 common shares issued and outstanding as of June 30,
2020.
NORTHERN MINERALS & EXPLORATION LTD.
FORM 10-Q
For the Period ended January 31, 2020
TABLE OF CONTENTS
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PART I – FINANCIAL
INFORMATION
NORTHERN MINERALS & EXPLORATION LTD.
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3
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NORTHERN
MINERALS & EXPLORATION LTD.
CONDENSED
CONSOLIDATED BALANCE
SHEETS
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January
31,
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July
31,
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2020
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2019
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ASSETS
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(Unaudited)
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(Audited)
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Current
Assets:
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Cash
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$8,029
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$21,847
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Prepaid
expenses
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500
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5,000
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Other
receivable
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10,000
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10,000
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Total Current
Assets
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18,529
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36,847
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Other
Assets:
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Oil and gas
properties
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28,800
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28,800
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Total Other
Assets
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28,800
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28,800
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TOTAL
ASSETS
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$47,329
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$65,647
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LIABILITIES &
STOCKHOLDERS’ DEFICIT
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Current
Liabilities:
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Accounts
payable
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$63,697
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$63,959
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Accounts payable
– related party
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53,500
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50,000
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Accrued
liabilities
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616,854
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637,754
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Convertible
debt
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110,000
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110,000
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Loans
payable
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95,000
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20,000
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Loans payable
– related party
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23,232
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23,210
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Total Current
Liabilities
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962,283
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904,923
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TOTAL
LIABILITIES
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962,283
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904,923
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Stockholders’
Deficit:
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Common stock,
$0.001 par value, 75,000,000 shares authorized;
56,578,479
and 55,836,819
shares issued and outstanding, respectively
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56,580
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55,837
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Common stock to be
issued
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41,100
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44,925
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Additional
paid-in-capital
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2,047,117
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2,024,035
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Accumulated
deficit
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(3,059,751)
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(2,964,073)
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Total
Stockholders’ Deficit
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(914,954)
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(839,276)
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TOTAL LIABILITIES
& STOCKHOLDERS’ DEFICIT
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$47,329
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$65,647
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The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
4
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For the Three Months Ended January 31,
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For the Six Months Ended January 31,
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2020
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2019
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2020
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2019
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Revenue,
net
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$148
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$(113)
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$1,379
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$1,596
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Operating
expenses:
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Officer
compensation
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-
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-
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-
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15,000
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Consulting
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-
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-
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10,000
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Consulting –
related party
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15,000
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15,000
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30,000
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30,000
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Professional
fees
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6,270
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23,500
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23,930
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25,250
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Advertising and
promotion
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-
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-
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-
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38,485
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Mineral property
expenditures
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12,036
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361,048
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27,169
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377,021
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General and
administrative
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3,974
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8,316
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9,088
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16,377
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Total operating
expenses
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37,280
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407,864
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90,187
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512,133
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Loss from
operations
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(37,132)
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(407,977)
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(88,808)
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(510,537)
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Other income
(expense):
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Interest
expense
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(3,979)
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(4,647)
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(6,870)
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(12,114)
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Loss on disposal of
mineral rights
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-
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(46,000)
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-
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(46,000)
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Other
income
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-
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116,000
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-
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116,000
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Gain on forgiveness
of debt
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-
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18,750
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18,750
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Total other income
(expense)
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(3,979)
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84,103
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(6,870)
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76,636
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Loss before
provision for income taxes
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(41,111)
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(323,874)
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(95,678)
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(433,901)
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Net
Loss
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$(41,111)
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$(323,874)
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$(95,678)
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$(433,901)
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Loss per share,
basic & diluted
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$(0.00)
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$(0.01)
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$(0.00)
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$(0.01)
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Weighted average
shares outstanding, basic & diluted
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56,578,479
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48,436,818
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56,409,504
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48,435,196
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The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
5
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NORTHERN
MINERALS & EXPLORATION LTD.
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR
THE SIX MONTHS ENDED JANUARY 31, 2019 AND 2020
(Unaudited)
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Common Stock
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Common Stock Amount
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Additional Paid-in Capital
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Common Stock To Be Issued
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Accumulated Deficit
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Total
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Balance, July 31,
2018
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48,286,818
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$48,288
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$1,736,834
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$50,000
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$(2,392,496)
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$(557,374)
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Common stock issued
for services
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150,000
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150
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9,600
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-
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-
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9,750
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Common stock issued
for cash
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-
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-
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-
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50,000
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-
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50,000
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Net
loss
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-
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(110,027)
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(110,027)
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October 31,
2018
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48,436,818
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48,438
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1,746,434
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100,000
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(2,502,523)
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(607,651)
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Common stock issued
for cash
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-
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-
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-
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50,000
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-
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50,000
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Net
loss
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-
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(323,874)
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(323,874)
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January 31,
2019
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48,436,818
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$48,438
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$1,746,434
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$150,000
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$(2,826,397)
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$(881,525)
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Common Stock
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Common Stock Amount
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Additional Paid-in Capital
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Common Stock To Be Issued
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Accumulated Deficit
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Total
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Balance, July 31,
2019
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55,836,819
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$55,837
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$2,024,035
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$44,925
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$(2,964,073)
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$(839,276)
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Common stock issued
for cash
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666,660
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668
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19,332
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-
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-
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20,000
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Common stock issued
for services
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75,000
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75
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3,750
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(3,825)
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-
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-
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Net
loss
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-
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-
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-
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(54,567)
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(54,557)
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October 31,
2019
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56,578,479
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56,580
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2,047,117
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41,100
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(3,018,640)
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(873,843)
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Net
loss
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-
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-
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-
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(41,111)
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(41,111)
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January 31,
2020
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56,578,479
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$56,580
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$2,047,117
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$41,100
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$(3,059,751)
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$(914,954)
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The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
6
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For the Six Months Ended January 31,
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2020
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2019
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Cash Flow from
Operating Activities:
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Net
loss
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$(95,678)
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$(433,901)
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Adjustments to
reconcile net loss to net cash used in operating
activities:
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Stock compensation
expense
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-
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9,750
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Loss on disposal of
mineral rights
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-
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46,000
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Gain on write-off
of option payable
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-
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(116,000)
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Changes in
Operating Assets and Liabilities:
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Prepaid
expenses
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4,500
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3,500
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Accounts
receivable
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-
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3,229
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Accounts payables
and accrued liabilities
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(21,162)
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346,235
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Accounts payable
– related party
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3,500
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9,126
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Net cash used in
operating activities
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(108,840)
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(132,061)
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Cash Flows from
Investing Activities:
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-
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-
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Cash Flows from
Financing Activities:
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Proceeds from loan
payable
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75,000
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9,000
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Proceeds from loans
payable – related party
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22
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54,080
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Payments on loans
payable – related party
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-
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(55,870)
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Stock subscription
receivable
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-
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20,000
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Proceeds from the
sale of common stock
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20,000
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100,000
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Net cash provided
by financing activities
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95,022
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127,210
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Net decrease in
cash
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(13,818)
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(4,851)
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Cash at beginning
of the period
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21,847
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52,672
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Cash at end of the
period
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$8,029
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$47,821
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Cash paid
for:
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Interest
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$-
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$870
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Taxes
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$-
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$-
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Non-cash financing
activity:
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Common stock to be
issued
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$3,825
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$-
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The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
7
Northern Minerals & Exploration Ltd.
Condensed Notes to Consolidated
Financial Statements
January 31, 2020
(unaudited)
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Northern
Minerals & Exploration Ltd. (the “Company”) is an
emerging natural resource company operating in oil and gas
production in central Texas and exploration for gold and silver in
northern Nevada.
The
Company was incorporated in Nevada on December 11, 2006 under the
name Punchline Entertainment, Inc. On August 22, 2012, the
Company’s board of directors approved an agreement and plan
of merger to effect a name change of the Company from Punchline
Entertainment, Inc. to Punchline Resources Ltd. On July 12, 2013,
the stockholders approved an amendment to change the name of the
Company from Punchline Resources Ltd. to Northern Mineral &
Exploration Ltd. FINRA approved the name change on August 13,
2013.
On
November 22, 2017, the Company created a wholly owned subsidiary,
Kathis Energy LLC (“Kathis”) for the purpose of
conducting oil and gas drilling programs in Texas.
On
December 14, 2017, Kathis Energy, LLC and other Limited Partners,
created Kathis Energy Fund 1, LP, a limited partnership created for
raising investor funds.
On May
7, 2018, the Company created ENMEX LLC, a wholly owned subsidiary
in Mexico, for the purposes of managing and operating its
investments in Mexico including but not limited to the Joint
Venture opportunity being negotiated with Pemer Bacalar on the 61
acres on the Bacalar Lagoon on the Yucatan Peninsula. There was no
activity from inception to date.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s unaudited condensed consolidated financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States of America
(“U.S. GAAP”). The accompanying unaudited condensed
financial statements reflect all adjustments, consisting of only
normal recurring items, which, in the opinion of management, are
necessary for a fair statement of the results of operations for the
periods shown and are not necessarily indicative of the results to
be expected for the full year ending July 31, 2020. These unaudited
condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and related
notes included in the Company’s Annual Report on
Form 10-K for the year ended July 31, 2019.
Use of estimates
The
preparation of financial statements in conformity with generally
accepted accounting principles 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 may differ from those
estimates.
Cash and Cash Equivalents
The Company considers all cash accounts, which are not subject to
withdrawal restrictions or penalties, and all highly liquid debt
instruments purchased with a maturity of three months or less as
cash and cash equivalents. The carrying amount of financial
instruments included in cash and cash equivalents approximates fair
value because of the short maturities for the instruments
held. The Company had no cash equivalents as of January 31,
2020 and July 31, 2019.
Principles of Consolidation
The
accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries, Kathis Energy
LLC, Kathis Energy Fund 1, LLP and Enmex Operations LLC. All
financial information has been prepared in conformity with
accounting principles generally accepted in the United States of
America. All significant intercompany transactions and balances
have been eliminated.
8
Reclassifications
Certain
reclassifications have been made to the prior year financial
information to conform to the presentation used in the financial
statements for the three months ended January 31, 2020. Specifically, the Company
has changed its presentation of revenue from revenue and
distributions to only presenting net revenue. There was no effect
on net loss or earnings per share.
Revenue Recognition
Revenue
is recognized when a customer obtains control of promised goods or
services and is recognized in an amount that reflects the
consideration that an entity expects to receive in exchange for
those goods or services. In addition, the standard requires
disclosure of the nature, amount, timing, and uncertainty of
revenue and cash flows arising from contracts with customers. The
amount of revenue that is recorded reflects the consideration that
the Company expects to receive in exchange for those goods. The
Company applies the following five-step model in order to determine
this amount: (i) identification of the promised goods in the
contract; (ii) determination of whether the promised goods are
performance obligations, including whether they are distinct in the
context of the contract; (iii) measurement of the transaction
price, including the constraint on variable consideration; (iv)
allocation of the transaction price to the performance obligations;
and (v) recognition of revenue when (or as) the Company satisfies
each performance obligation.
The Company only applies the five-step model to contracts
when it is probable that the entity will collect the consideration
it is entitled to in exchange for the goods or services it
transfers to the customer. Once a contract is determined to be
within the scope of ASC 606 at contract inception, the Company
reviews the contract to determine which performance obligations the
Company must deliver and which of these performance obligations are
distinct. The Company recognizes as revenues the amount of the
transaction price that is allocated to the respective performance
obligation when the performance obligation is satisfied or as it is
satisfied. Generally, the Company’s performance obligations
are transferred to customers at a point in time, typically upon
delivery.
The Company receives its revenue from oil and gas sales from the J.
E Richey lease located in Coleman County, Texas. Revenue is
recognized upon delivery.
Long Lived Assets
Property
consists of mineral rights purchases as stipulated by underlying
agreements and payments made for oil and gas exploration rights.
Our company assesses the impairment of long-lived assets whenever
events or changes in circumstances indicate that the carrying value
may not be recoverable. When we determine that the carrying value
of long-lived assets may not be recoverable based upon the
existence of one or more indicators of impairment and the carrying
value of the asset cannot be recovered from projected undiscounted
cash flows, we record an impairment charge. Our company measures
any impairment based on a projected discounted cash flow method
using a discount rate determined by management to be commensurate
with the risk inherent in the current business model. Significant
management judgment is required in determining whether an indicator
of impairment exists and in projecting cash flows.
Mineral Property Acquisition and Exploration Costs
Mineral
property acquisition and exploration costs are expensed as incurred
until such time as economic reserves are quantified. Cost of lease,
exploration, carrying and retaining unproven mineral lease
properties are expensed as incurred. We have chosen to expense all
mineral exploration costs as incurred given that it is still in the
exploration stage. Once our company has identified proven and
probable reserves in its investigation of its properties and upon
development of a plan for operating a mine, it would enter the
development stage and capitalize future costs until production is
established. When a property reaches the production stage, the
related capitalized costs will be amortized over the estimated life
of the probable-proven reserves. When our company has capitalized
mineral properties, these properties will be periodically assessed
for impairment of value and any diminution in value.
Oil and Gas Properties
The
Company follows the successful efforts method of accounting for its
oil and gas properties. Under this method of accounting, all
property acquisition costs and costs of exploratory and development
wells are capitalized when incurred, pending determination of
whether the well found proved reserves. If an exploratory well does
not find proved reserves, the costs of drilling the well are
charged to expense. The costs of development wells are capitalized
whether those wells are successful or unsuccessful. Other
exploration costs, including certain geological and geophysical
expenses and delay rentals for oil and gas leases, are charged to
expense as incurred. Maintenance and repairs are charged to
expense, and renewals and betterments are capitalized to the
appropriate property and equipment accounts. Depletion and
amortization of oil and gas properties are computed on a
well-by-well basis using the units-of-production method. Although
the Company has recognized minimal levels of production and
revenue, none of its property have proved reserves. Therefore, the
Company’s properties are designated as unproved
properties.
9
Unproved
property costs are not subject to amortization and consist
primarily of leasehold costs related to unproved areas. Unproved
property costs are transferred to proved properties if the
properties are subsequently determined to be productive and are
assigned proved reserves. Proceeds from sales of partial interest
in unproved leases are accounted for as a recovery of cost without
recognizing any gain until all cost is recovered. Unproved
properties are assessed periodically for impairment based on
remaining lease terms, drilling results, reservoir performance,
commodity price outlooks or future plans to develop
acreage.
Asset Retirement Obligation
Accounting
Standards Codification (“ASC”) Topic 410, Asset
Retirement and Environmental Obligations (“ASC 410”)
requires an entity to recognize the fair value of a liability for
an asset retirement obligation in the period in which it is
incurred. The net estimated costs are discounted to present values
using credit-adjusted, risk-free rate over the estimated economic
life of the oil and gas properties. Such costs are capitalized as
part of the related asset. The asset is depleted on the equivalent
unit-of-production method based upon estimates of proved oil and
natural gas reserves. The liability is periodically adjusted to
reflect (1) new liabilities incurred, (2) liabilities settled
during the period, (3) accretion expense and (4) revisions to
estimated future cash flow requirements. To date, the Company has
very few operating wells. Currently, the Company has one working
well. Because there is only one active well on the Ritchie Lease,
the Company estimates the asset retirement obligation to be trivial
and has not recorded an ARO liability.
Basic and Diluted Earnings Per Share
Net
income (loss) per common share is computed pursuant to ASC
260-10-45, Earnings per
Share—Overall—Other Presentation Matters. Basic
net income (loss) per common share is computed by dividing net
income (loss) by the weighted average number of shares of common
stock outstanding during the period. Diluted net income (loss) per
common share is computed by dividing net income (loss) by the
weighted average number of shares of common stock and potentially
outstanding shares of common stock during the period.
For the
six months ended January 31,
2020 the Company had 3,682,683 potentially dilutive shares.
The shares consisted of common shares and warrants from convertible
debt of 1,645,122 and 822,561, respectively, and an additional
1,215,000 warrants. For the six months ended January 31, 2019, the Company had 4,855,182
of potentially dilutive shares. The shares consisted of common
shares and warrants from convertible debt of 1,560,121 and 780,061,
respectively, and an additional 2,515,000 warrants Te diluted loss
per share is the same as the basic loss per share for the six
months ended January 31, 2020 and 2019, as the inclusion of any
potential shares would have had an antidilutive effect due to our
loss from operations.
Recently adopted accounting pronouncements
In February 2016, the FASB issued ASU
2016-02, Leases (Topic
842). The ASU requires that a
lessee recognize the assets and liabilities that arise from
operating leases. A lessee should recognize in the statement of
financial position a liability to make lease payments (the lease
liability) and a right-of-use asset representing its right to use
the underlying asset for the lease term. For leases with a term of
12 months or less, a lessee is permitted to make an accounting
policy election by class of underlying asset not to recognize lease
assets and lease liabilities. This new guidance will be effective
for annual reporting periods beginning after December 15, 2018,
including interim periods within those annual reporting periods,
and early adoption is permitted. In transition, lessees and lessors
are required to recognize and measure leases at the beginning of
the earliest period presented using a modified retrospective
approach. The Company adopted this ASU and it did not have an
impact on the Company’s consolidated financial
statements.
In May 2014, the Financial Accounting Standards Board (FASB) issued
ASU 2014-09, Revenue from Contracts with Customers, to establish
ASC Topic 606, (ASC 606). ASU 2014-09 supersedes the revenue
recognition requirements in ASC Topic 605, Revenue Recognition and
most industry-specific guidance throughout the Industry Topics of
the Codification. The core principle of the guidance is that an
entity should recognize revenue to depict the transfer of promised
goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in
exchange for those goods or services. The guidance includes a
five-step framework that requires an entity to: (i) identify
the contract(s) with a customer, (ii) identify the performance
obligations in the contract, (iii) determine the transaction
price, (iv) allocate the transaction price to the performance
obligations in the contract, and (v) recognize revenue when
the entity satisfies a performance obligation. In addition,
the standard requires disclosure of the nature, amount, timing, and
uncertainty of revenue and cash flows arising from contracts with
customers.
In August 2015, the FASB issued ASU 2015-14, Deferral of the
Effective Date, which amended the effective date for nonpublic
entities to annual reporting periods beginning after December 15,
2018. In March 2016, the FASB issued an update (ASU
2016-08) to ASC 606, Principal versus Agent Considerations
(Reporting Revenue Gross versus Net), which clarifies the guidance
on principal versus agent considerations. In April 2016, the FASB
issued an update (ASU 2016-10) to ASC 606, Identifying Performance
Obligations and Licensing, which provides clarification related to
identifying performance obligations and licensing implementation
guidance under ASU 2014-09. In May 2016, the FASB issued an update
(ASU 2016-12) to ASC 606, Narrow-Scope Improvements and Practical
Expedients, which amends guidance on transition, collectability,
noncash consideration and the presentation of sales and other
similar taxes. In December 2016, the FASB issued an update (ASU
2016-20) to ASC 606, Technical Corrections and Improvements, which
outlines technical corrections to certain aspects of the new
revenue recognition standard such as provisions for losses on
construction type contracts and disclosure of remaining performance
obligations, among other aspects. The effective date and transition
requirements are the same as those in ASU 2014-09 for all
subsequent clarifying guidance discussed herein.
10
The guidance permits two methods of adoption: retrospectively to
each prior reporting period presented (full retrospective method),
or retrospectively with the cumulative effect of initially applying
the guidance recognized at the date of initial application
(modified retrospective method). The Company has elected to apply
the modified retrospective method. Accordingly, the new revenue
standard is applied prospectively in the Company’s financial
statements from August 1, 2019 forward and reported financial
information for historical comparable periods will not be revised
and will continue to be reported under the accounting standards in
effect during those historical periods. The impact of ASC 606 is
immaterial to the Company.
NOTE 3 - GOING
CONCERN
The
accompanying financial statements are prepared and presented on a
going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business. Accordingly, they do not include any adjustments relating
to the realization of the carrying value of assets or the amounts
and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. Since
inception to January 31, 2020,
the Company has an accumulated deficit of $3,059,751. The Company
intends to fund operations through equity financing arrangements,
which may be insufficient to fund its capital expenditures, working
capital and other cash requirements for the next twelve months.
These factors, among others, raise substantial doubt about the
Company’s ability to continue as a going concern. The
accompanying financial statements do not include any adjustments
that might result from the outcome of this
uncertainty.
NOTE 4 - OIL AND GAS PROPERTIES
Active Projects:
The
Company currently has one active lease. We hold a 24% working
interest in one producing well (“Concho Richey #1”) on
the lease and a 100% working interest in the remainder of the
206-acre J. E Richey Lease. The Concho Richey #1 well is currently
producing 2.8 barrels of oil and 16 MCF of gas per
day.
The
Richey #1 well was plugged on January 3, 2018. As of July 31, 2019, management determined that
the $50,000 asset carried on the balance sheet was impaired
resulting in a loss on impairment of $21,200 lowering the value of
the investment in the Richey lease to $28,800.
NOTE 5 – MINERAL RIGHTS AND PROPERTIES
ENMEX Operations LLC – Wholly owned Subsidiary - Pemer
Bacalar – Resort Development Project
On
September 22, 2017 the Company entered into a Letter of Intent
with Pemer Bacalar SAPI DE CV to
examine the opportunity of acquiring ownership in approximately 80
acres (“Property”) on a freshwater lagoon near the
community of Bacalar, Mexico in the state of Quintana Roo for the
purpose of entering into a joint venture for the potential
development of the Property into a resort. This was
followed up with a Memorandum of Understanding (“MOU”)
on November 16, 2017 in order to
further conduct due diligence toward this potential project.
An amended MOU was entered into on April 13, 2018 setting forth the
conditions for entering into a definitive agreement with Pemer
Bacalar to acquire 51% of the Property. These conditions
included obtaining an independent appraisal of the Property and
develop a business plan in conjunction with a Joint Venture
Operating Agreement. On June 11, 2019 a new agreement was
entered into regarding this property to incorporate certain requirements including, but
not limited to, finalizing the acquisition of additional acreage
and obtaining permits as well as formalize a plan to conduct
feasibility studies, etc. On March 13, 2018 a payment of
$20,266 was paid toward the architectural drawings prepared by
Callikson. No additional funds have been provided to this project
since the signing of the MOU on June 11, 2019.
NOTE 6 – WINNEMUCCA MOUNTAIN PROPERTY
As
previously announced, on September 14, 2012, we entered into an
option agreement (as last amended on February 11, 2016) with AHL
Holdings Ltd., and Golden Sands Exploration Inc.
(“Optionors”), wherein we acquired an option to
purchase an 80% interest in and to certain mining claims, which
claims form the Winnemucca Mountain Property in Humboldt County,
Nevada (“Property”). This property currently is
comprised of 138 unpatented mining claims covering approximately
2,700 acres.
11
On
March 25, 2019 the Company entered into a New Option Agreement with
the Optionors. As stated in the New Option Agreement the Company
has agreed to certain terms and conditions to have the right to
earn an 80% interest in the Property, these terms include cash
payments, issuance of common shares of the Company and work
commitments.
The Company’s firm commitments per the March 25, 2019 option
agreement total $381,770 of which cash payments total
$181,770 and a firm work commitment of $200,000. These cash
payments include payments for rentals payable to BLM and also for
the staking of new claims adjoining the existing claims. The work
commitment is to be conducted prior to December 31, 2020. As
of January 31,
2020 and July 31, 2019, the
Company has accounted for $354,000 and $381,770, respectively, in
its accrued liabilities (Note 7).
NOTE 7 - ACCRUED LIABILITIES
The
Company has partnered with others whereby they provide all or a
portion of the working capital for either well work to be completed
on existing properties or towards the acquisition of new
properties. As of January 31,
2020 and July 31, 2019, the Company has unused funds it has
received of $65,879 and $65,879, respectively, which are included
in accrued liabilities.
Accrued
liabilities are as follows:
|
|
January 31, 2020
|
July 31, 2019
|
|
General
accrual
|
$1,887
|
$1,887
|
|
Interest
|
$54,672
|
$47,802
|
|
Distributions and
royalty
|
$15,416
|
$15,416
|
|
Advances for well
work
|
$65,879
|
$65,879
|
|
Winnemucca
Property
|
$354,000
|
$381,770
|
|
Investment funds to
be used for the development of future properties
|
$125,000
|
$125,000
|
|
|
$616,854
|
$637,754
|
NOTE 8 - CONVERTIBLE DEBT
On
August 22, 2013 the Company entered into a $50,000 Convertible Loan
Agreement with an un-related party. The Loan and interest are
convertible into Units at $0.08 per Unit with each Unit consisting
of one common share of the Company and ½ warrant with each
full warrant exercisable for one year to purchase one common share
at $0.30 per share. On July 10, 2014, a further $35,000 was
received from the same unrelated party under the same terms. On
July 31, 2018, this Note was amended whereby the principal and
interest are now convertible into Units at $0.04 per Unit with each
Unit consisting of one common share of the Company and ½
warrant with each full warrant exercisable for one year to purchase
one common share at $0.08 per share. The Loan shall bear interest
at the rate of Eight Percent (8%) per annum and matures on March
26, 2020. As of January 31,
2020, there was $85,000 and $46,610 of principal and accrued
interest, respectively, due on this loan. As of July 31, 2019,
there is $85,000 and $43,182 of principal and accrued interest,
respectively, due on this loan. This note is currently in
default.
On October 20, 2017, the Company executed a convertible promissory
note for $25,000 with a third party. The note accrues interest at
6%, matures in two years and is convertible into shares of common
stock at maturity, at a minimum of $0.10 per share, at the option
of the holder. As of January 31, 2020
and July 31, 2019, there is $3,501 and $2,367,
respectively, of accrued interest due on this loan. This note is
currently in default.
NOTE 9 – LOANS PAYABLE
On April 16, 2017, the Company executed a promissory note for
$15,000 with a third party. The note matures in two years and
interest is set at $3,000 for the full two years. As of
January 31,
2020 and
July 31, 2019, there is $15,000 and
$2,625 and $15,000 and $1,875 of principal and accrued interest,
respectively, due on this loan. This loan is currently in
default.
As of
January 31, 2020 and July 31,
2019, the Company owed $5,000 and $5,000, respectively, to a
third party. The loan is unsecured, non-interest bearing and due on
demand.
12
During
the six months ended January 31, 2020, a third party loaned the
Company $15,000. The loan is unsecured, bears interest at 8% per
annum and matures on September 1, 2021. As of January 31, 2020,
there is $424 of interest accrued on this note.
During
the six months ended January 31, 2020, a third party loaned the
Company $60,000. The loan is unsecured, bears interest at 8% per
annum and matures on September 1, 2021. As of January 31, 2020,
there is $1,512 of interest accrued on this note.
NOTE 10 - COMMON STOCK
During the six months ended January 31, 2020, the Company sold
666,660 shares of common stock at $0.03 per share for total cash
proceeds of $20,000.
During the six months ended January 31, 2020, the Company issued
75,000 shares of common stock that had been shown in equity as a
common stock payable as of July 31, 2019.
NOTE 11 - WARRANTS
|
|
Number
of Warrants
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contract Term
|
|
Exercisable at July
31, 2018
|
2,015,000
|
$0.15
|
1.47
|
|
Granted
|
500,000
|
0.15
|
1.28
|
|
Expired
|
(150,000)
|
0.15
|
-
|
|
Exercised
|
-
|
-
|
-
|
|
Exercisable at July
31, 2019
|
2,365,000
|
0.15
|
.65
|
|
Granted
|
-
|
-
|
-
|
|
Expired
|
(1,150,000)
|
0.15
|
-
|
|
Exercised
|
-
|
-
|
-
|
|
Exercisable at
January 31, 2020
|
1,215,000
|
$0.15
|
.44
|
NOTE 12 - RELATED PARTY TRANSACTIONS
As of January 31, 2020 and July 31, 2019, there is $22,500 and
$22,500, respectively, credited to accounts payable for amounts due
to Ivan Webb, CEO, for consulting services.
For the six months ended January 31, 2020 and 2019, total payments
of $30,000 and $30,000, respectively, were made to Noel Schaefer, a
Director of the Company, for consulting services. As of January 31,
2020 and July 31, 2019, there is $27,500 and $27,500, respectively,
credited to accounts payable.
On September 25, 2018, the Company executed a loan agreement with
the wife of the CEO for $6,800. The loan was to be repaid by
December 15, 2018, with an additional $680 to cover interest and
fees. On October 10, 2018, the Company executed another loan
agreement for $15,000. The loan was to be repaid by December 15,
2018, with an additional $1,500 to cover interest and fees. As of
January 31, 2020, the Company owes $23,110 on this loan. Amount due
is currently in default.
NOTE 13 - SUBSEQUENT EVENTS
Management
has evaluated subsequent events pursuant to the requirements of ASC
Topic 855, from the balance sheet date through the date the
financial statements were available to be issued, and has
determined that no material subsequent events exist other than the
following.
13
On January 30, 2020, the World Health Organization declared the
coronavirus outbreak a "Public Health Emergency of International
Concern" and on March 10, 2020, declared it to be a pandemic.
Actions taken around the world to help mitigate the spread of the
coronavirus include restrictions on travel, and quarantines in
certain areas, and forced closures for certain types of public
places and businesses. The coronavirus and actions taken to
mitigate it have had and are expected to continue to have an
adverse impact on the economies and financial markets of many
countries, including the geographical area in which the Company
plan to operates. While it is unknown how long these conditions
will last and what the complete financial effect will be to the
company, to date, the Company has experienced a decline in revenue
due to the decreasing price of oil.
Subsequent
to January 31, 2020, the
Company sold 2,500,000 shares of common stock for total cash
proceeds of $50,000.
On June
4, 2020, the Company filed a Certificate of Amendment to its
Articles of Incorporation in which it increased its authorized
capital stock to 250,000,000 shares of common stock, par value
$0.001 and 50,000,000 shares of preferred stock,
14
|
Item 2.
|
Management's Discussion
and Analysis of Financial Condition and Results of
Operations
|
Forward-Looking Statements
This
report on Form 10-Q contains certain forward-looking statements.
All statements other than statements of historical fact are
“forward-looking statements” for purposes of these
provisions, including any projections of earnings, revenues, or
other financial items; any statements of the plans, strategies, and
objectives of management for future operation; any statements
concerning proposed new products, services, or developments; any
statements regarding future economic conditions or performance;
statements of belief; and any statement of assumptions underlying
any of the foregoing. Such forward-looking statements are subject
to inherent risks and uncertainties, and actual results could
differ materially from those anticipated by the forward-looking
statements.
These
forward-looking statements involve significant risks and
uncertainties, including, but not limited to, the following:
competition, promotional costs and the risk of declining revenues.
Our actual results could differ materially from those anticipated
in such forward-looking statements as a result of a number of
factors. These forward-looking statements are made as of the date
of this filing, and we assume no obligation to update such
forward-looking statements. The following discusses our financial
condition and results of operations based upon our unaudited
financial statements which have been prepared in conformity with
accounting principles generally accepted in the United States. It
should be read in conjunction with our financial statements and the
notes thereto included elsewhere herein.
Although
we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required
by applicable law, including the securities laws of the United
States, we do not intend to update any of the forward-looking
statements to conform these statements to actual
results.
As used
in this quarterly report, the terms “we”,
“us”, “our” and “our company”
mean Northern Minerals & Exploration Ltd., unless otherwise
indicated.
General Overview
We are
an emerging natural resource company operating in oil and gas
production in central Texas and exploration for gold and silver in
northern Nevada.
Current Business
Refer
to NOTE 4 and NOTE 5 for property information.
Results of Operations
Results of Operations for the Three Months Ended January 31, 2020
and 2019
Revenue
Revenues
of oil and gas for the three months ended January 31, 2020 and 2019
were $148 and a net negative ($113), respectively, an increase of
$231. Revenues are earned primarily from the J.E. Richey Lease from
the sale of oil and gas and are recorded net of any distributions
paid. In
the prior period we had to pay out additional back owed
distributions which resulted in the negative net
revenue.
Consulting – related party
Consulting
– related party services were $15,000 and $15,000 for the
three months ended January 31, 2020 and 2019, respectively. Fees at
$5,000 per month are paid to Noel Schaefer, Director, but are
billed as consulting fees.
Professional fees
Professional
fees were $6,270 and $23,500 for the three months ended January 31,
2020 and 2019, respectively, an increase of $17,230 or 73%.
Professional fees generally consist of legal, audit and accounting
expense. The increase can primarily be attributed to an increase in
audit fees billed during the period.
15
Mineral property expenditures
Mineral
property expenditures were $12,036 and $361,048 for the three
months ended January 31, 2020 and 2019, respectively, an increase
of $349,012. In the prior period we accrued for $349,000 of firm
commitments associated with the
Winnemucca property.
General and administrative
General
and administrative expense was $3,974 and $8,316 for the three
months ended January 31, 2020 and 2019, respectively, a decrease of
$4,342 or 52.2%. The decrease can be attributed to a decrease in
travel and office expense.
Interest expense
During
the three months ended January 31, 2020 and 2019 we had interest
expense of $3,979 and $4,647, respectively, a decrease of $668 or
14.4%. In the prior year we incurred an additional interest charge
on one of our short-term loans increasing the expense for that
period.
Net Loss
For the
three months ended January 31, 2020, we had a net loss of $41,111
as compared to a net loss of $323,874 for the three months ended
January 31, 2019. Our net loss is lower in the current period due
to a decrease in some of our operating expenses as discussed
above.
Results of Operations for the Six Months Ended January 31, 2020 and
2019
Revenue
Revenues
of oil and gas for the six months ended January 31, 2020 and 2019
were $1,379 and $1,596 respectively, a decrease of $217 or 13.6%.
Revenues are earned primarily from the J.E. Richey Lease from the
sale of oil and gas and are recorded net of any distributions
paid.
Officer compensation
Officer
compensation was $0 and $15,000 for the six months ended January
31, 2020 and 2019, respectively. No compensation was accrued or
paid to the CEO in the current period.
Consulting
Consulting
fees were $0 and $10,000 for the six months ended January 31, 2020
and 2019, respectively. When needed the Company
hires experts in the mining, oil and gas industries to assist with
its current projects. The decrease in consulting fees in the
current period can be attributed to a decrease in expenditures
while the Company pursues additional funding.
Consulting – related party
Consulting
– related party services were $30,000 and $30,000 for the six
months ended January 31, 2020 and 2019, respectively. Fees at
$5,000 per month are paid to Noel Schaefer, Director, but are
billed as consulting fees.
Professional fees
Professional
fees were $23,930 and $25,250 for the six months ended January 31,
2020 and 2019, respectively, a decrease of $1,320 or 5.2%.
Professional fees generally consist of legal, audit and accounting
expense.
Advertising and promotion
Advertising
and promotion expenses were $0 and $38,485 for the six months ended
January 31, 2020 and 2019, respectively. We have temporarily
decreased our spending in this area to conserve our available
cash.
Mineral property expenditures
Mineral
property expenditures were $27,169 and $377,021 for the six months
ended January 31, 2020 and 2019, respectively, an increase of
$349,852. In the prior period we accrued for $349,000 of firm
commitments associated with the
Winnemucca property.
General and administrative
General
and administrative expense was $9,088 and $16,377 for the six
months ended January 31, 2020 and 2019, respectively, a decrease of
$7,289 or 44.5%. The decrease can be attributed to a decrease in
travel and office expense.
Interest expense
During
the six months ended January 31, 2020 and 2019 we had interest
expense of $6,870 and $12,144, respectively, a decrease of $5,244
or 43,3%. In the prior year we incurred an additional interest
charge on one of our short-term loans increasing the expense for
that period.
16
Net Loss
For the
six months ended January 31, 2020, we had a net loss of $95,678 as
compared to a net loss of $433,901 for the six months ended January
31, 2019. Our net loss is lower in the current period due to a
decrease in some of our operating expenses as discussed
above.
Liquidity and Financial Condition
Operating Activities
Cash
used by operating activities was $108,840 for the six months ended
January 31, 2020. Cash used for operating activities was $132,061
for the six months ended January 31, 2019.
Financing Activities
Net
cash provided by financing activities was $95,022 for the six
months ended January 31, 2020. We received $75,000 from loans
payable and $20,000 from the sale of our common stock. Net cash
provided by financing activities was $127,210 for the six months
ended January 31, 2019. In the prior period we received $54,080
from loans from related parties, paid back $55,870 and sold common
stock from cash proceeds of $120,000.
We had
the following loans outstanding as of January 31,
2020:
On
August 22, 2013 the Company entered into a $50,000 Convertible Loan
Agreement with an un-related party. The Loan and interest are
convertible into Units at $0.08 per Unit with each Unit consisting
of one common share of the Company and ½ warrant with each
full warrant exercisable for one year to purchase one common share
at $0.30 per share. On July 10, 2014, a further $35,000 was
received from the same unrelated party under the same terms. On
July 31, 2018, this Note was amended whereby the principal and
interest are now convertible into Units at $0.04 per Unit with each
Unit consisting of one common share of the Company and ½
warrant with each full warrant exercisable for one year to purchase
one common share at $0.08 per share. The Loan shall bear interest
at the rate of Eight Percent (8%) per annum and matures on March
26, 2020. As of January 31, 2020, there was $85,000 and $46,610 of
principal and accrued interest, respectively, due on this loan. As
of July 31, 2019, there is $85,000 and $43,182 of principal and
accrued interest, respectively, due on this loan. This note is
currently in default.
On October 20, 2017, the Company executed a convertible promissory
note for $25,000 with a third party. The note accrues interest at
6%, matures in two years and is convertible into shares of common
stock at maturity, at a minimum of $0.10 per share, at the option
of the holder. As of January 31, 2020
and July 31, 2019, there is $3,501 and $2,367,
respectively, of accrued interest due on this loan. This note is
currently in default.
On April 16, 2017, the Company executed a promissory note for
$15,000 with a third party. The note matures in two years and
interest is set at $3,000 for the full two years. As of
January 31,
2020 and
July 31, 2019, there is $15,000 and
$2,625 and $15,000 and $1,875 of principal and accrued interest,
respectively, due on this loan. This loan is currently in
default.
As of
January 31, 2020 and July 31,
2019, the Company owed $5,000 and $5,000, respectively, to a
third party. The loan is unsecured, non-interest bearing and due on
demand.
During
the six months ended January 31, 2020, a third party loaned the
Company $15,000. The loan is unsecured, bears interest at 8% per
annum and matures on September 1, 2021. As of January 31, 2020,
there is $424 of interest accrued on this note.
During
the six months ended January 31, 2020, a third party loaned the
Company $60,000. The loan is unsecured, bears interest at 8% per
annum and matures on September 1, 2021. As of January 31, 2020,
there is $1,512 of interest accrued on this note.
We will
require additional funds to fund our budgeted expenses over the
next twelve months. These funds may be raised through equity
financing, debt financing, or other sources, which may result in
further dilution in the equity ownership of our shares. There is
still no assurance that we will be able to maintain operations at a
level sufficient for an investor to obtain a return on his
investment in our common stock. Further, we may continue to be
unprofitable. We need to raise additional funds in the immediate
future in order to proceed with our budgeted expenses.
17
Off-Balance Sheet Arrangements
We have
no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital
resources that is material to stockholders.
Critical Accounting Policies
Refer to Note 2 of our financial statements contained elsewhere in
this Form 10-Q for a summary of our critical accounting policies
and recently adopting and issued accounting standards.
|
Item 3.
|
Quantitative and
Qualitative Disclosures About Market Risk
|
We are
a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and, as such, are not required to
provide the information under this Item.
|
Item 4.
|
Controls and
Procedures
|
We
maintain disclosure controls and procedures, as defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934
(the “Exchange Act”), that are designed to ensure that
information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms and that such
information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer
(our principal executive officer, principal financial officer and
principal accounting officer), as appropriate to allow timely
decisions regarding required disclosure.
We
carried out an evaluation, under the supervision and with the
participation of our management, including our chief executive
officer and chief financial officer (our principal executive
officer, principal financial officer and principal accounting
officer), of the effectiveness of the design and operation of our
disclosure controls and procedures as of quarter covered by this
report. Based on the evaluation of these disclosure controls and
procedures the chief executive officer and chief financial officer
(our principal executive officer, principal financial officer and
principal accounting officer) concluded that our disclosure
controls and procedures were not effective.
Changes in Internal Controls
During
the quarter covered by this report there were no changes in our
internal control over financial reporting that materially affected,
or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II – OTHER
INFORMATION
|
Item 1.
|
Legal Proceedings
|
We know
of no material, existing or pending legal proceedings against us,
nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial
shareholder, is an adverse party or has a material interest adverse
to our company.
|
Item 1A.
|
Risk Factors
|
We are
a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and, as such, are not required to
provide the information under this Item. For a full list of our
Risk Factors refer to our Form 10-K filed on June 4,
2020.
|
Item 2.
|
Unregistered Sales of
Equity Securities and Use of Proceeds
|
During the six months ended January 31, 2020, the Company sold
666,660 shares of common stock for total cash proceeds of
$20,000.
During the six months ended January 31, 2020, the Company issued
75,000 shares of common stock that had been shown in equity as a
common stock payable as of July 31, 2019.
18
|
Item 3.
|
Defaults Upon Senior
Securities
|
None.
|
Item 4.
|
Mine Safety Disclosures
|
Not
applicable.
|
Item 5.
|
Other
Information
|
None.
|
Item
6.
|
Exhibits
|
|
Exhibit Number
|
|
Exhibit Description
|
|
|
|
|
|
|
Section
302 Certification under Sarbanes-Oxley Act of 2002.
|
|
|
|
Section
302 Certification under Sarbanes-Oxley Act of 2002.
|
|
|
|
Section
906 Certification under Sarbanes-Oxley Act of 2002.
|
|
|
(101)**
|
|
Interactive
Data File
|
|
101.INS
|
|
XBRL
Instance Document
|
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document.
|
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Link base Document.
|
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Link base Document.
|
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Link base Document.
|
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Link base Document.
|
|
|
*
|
(a)
Filed
herewith.
|
19
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
|
|
NORTHERN MINERALS & EXPLORATION LTD.
|
|
|
(Registrant)
|
|
|
|
|
Dated:
July 9, 2020
|
/s/
Ivan Webb
|
|
|
Ivan Webb
|
|
|
Chief
Executive Officer
|
|
|
|
|
|
/s/
Noel Schaefer
|
|
|
Noel Schaefer
|
|
|
Chief
Operating Officer and Director
|
|
|
|
|
|
/s/
Rachel Boulds
|
|
|
Rachel Boulds
|
|
|
Chief
Financial Officer
|
|
|
|
|
|
/s/
Victor Miranda
|
|
|
Victor Miranda
|
|
|
Director
|
20