Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
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[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2010
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number 000-52747
HENIX RESOURCES, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
#41 Huancheng Road
Xinjian Township
Jinyun County
Zhejiang, P.R. China
(Address of principal executive offices, including zip code.)
011 86 578 388 1262
(telephone number, including area code)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES [ ] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
2,009,000 shares as of December 10, 2010.
TABLE OF CONTENTS
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Page
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PART I – FINANCIAL INFORMATION
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Item 1.
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Financial Information.
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2
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Balance Sheets
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3
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Statements of Operations
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4
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Statements of Cash Flows
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5
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Notes to the Financial Statements
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6
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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9
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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12
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Item 4.
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Controls and Procedures.
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13
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PART II – OTHER INFORMATION
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Item 1A.
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Risk Factors.
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13
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Item 6.
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Exhibits.
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13
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Signatures
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15
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Exhibit Index
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16
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The financial statements of Henix Resources, Inc. (An Exploration Stage Company) (the “Company”), included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as included in the Company’s Form 10-K for the year ended April 30, 2010.
- 2 -
Henix Resources, Inc.
(An Exploration Stage Company)
BALANCE SHEETS
(UNAUDITED)
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ASSETS
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||||
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October 31,
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April 30,
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|||
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2010
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2010
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Current Assets:
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Cash
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$
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709
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$
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1,982
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Prepaid expenses
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7,000
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-
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Total Assets
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$
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7,709
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$
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1,982
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LIABILITIES AND SHAREHOLDERS' DEFICIT
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||||
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Current Liabilities:
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Accounts payable and accrued liabilities
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$
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6,295
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$
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1,500
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Advances from related party
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21,000
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14,000
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Total Liabilities
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27,295
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15,500
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Commitments and Contingencies
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-
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-
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Shareholders' Deficit:
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Preferred stock, $0.00001 par value,
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100,000, 000 shares authorized
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None issued and outstanding
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-
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-
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Common stock, $0.00001 par value,
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100,000,000 shares authorized
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2,009,000 issued and outstanding
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20
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20
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Additional paid-in-capital
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169,194
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164,694
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Deficit accumulated during the exploration stage
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(188,800)
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(178,232)
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Total Shareholders' Deficit
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(19,586)
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(13,518)
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Total Liabilities and Shareholders' Deficit
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$
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7,709
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$
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1,982
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The accompanying notes are an integral part of these financial statements
F-1
- 3 -
Henix Resources, Inc.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
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For the Period
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January 26,
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Three
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Three
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Six
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Six
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2006
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Months
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Months
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Months
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Months
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(Inception)
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Ended
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Ended
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Ended
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Ended
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To
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October 31,
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October 31,
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October 31,
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October 31,
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October 31,
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2010
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2009
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2010
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2009
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2010
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REVENUE:
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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EXPENSES:
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General and administrative
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3,582
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4,172
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10,568
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12,079
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185,300
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Impairment of mineral
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property costs
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-
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-
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-
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-
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3,500
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Total Expenses
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3,582
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4,172
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10,568
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12,079
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188,800
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Net Loss
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$
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(3,582)
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$
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(4,172)
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$
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(10,568)
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$
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(12,079)
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$
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(188,800)
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Loss per Common Share,
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Basic and Diluted
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$
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(0.00)
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$
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(0.00)
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$
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(0.01)
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$
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(0.01)
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Weighted Average Number
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of Shares Outstanding,
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Basic and Diluted
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2,009,000
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2,009,000
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2,009,000
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2,009,000
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The accompanying notes are an integral part of these financial statements
F-2
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Henix Resources, Inc.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
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For the Period
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January 26, 2006
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Six Months
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Six Months
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(Inception)
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Ended
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Ended
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To
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October 31, 2010
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October 31, 2009
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October 31, 2010
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Cash Flows from Operating Activities:
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Net loss
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$
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(10,568)
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$
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(12,079)
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$
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(188,800)
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Adjustments to reconcile net loss to
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net cash used in operating activities:
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Donated rent
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1,500
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1,500
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14,250
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Donated services
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3,000
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3,000
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28,500
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Impairment of mineral property costs
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-
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-
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3,500
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Changes in operating assets and liabilities:
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Prepaid expenses
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(7,000)
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-
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(7,000)
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Accounts payable and accruals
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4,795
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(1,649)
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6,295
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Net Cash Used in Operating Activities
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(8,273)
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(9,228)
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(143,255)
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Cash Flows from Investing Activities:
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Mineral Property Costs
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-
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-
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(3,500)
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Net Cash Used in Investing Activities
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-
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-
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(3,500)
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Cash Flows from Financing Activities:
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Advances from related party
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7,000
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5,000
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21,000
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Proceeds from shareholder loan
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-
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-
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25,554
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Proceeds from issuance of common stock
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-
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-
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100,910
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Net Cash Provided By Financing Activities
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7,000
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5,000
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147,464
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Net increase (decrease) in cash
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(1,273)
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(4,228)
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709
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Cash - Beginning of period
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1,982
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9,670
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-
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Cash - End of period
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$
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709
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$
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5,442
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$
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709
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Supplemental disclosure of cash flow information:
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Income taxes paid
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$
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-
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$
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-
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$
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-
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Interest paid
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$
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-
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$
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-
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$
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-
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Supplemental schedule of non-cash financing transactions:
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Capital contribution of shareholder loan
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$
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-
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$
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-
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$
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25,554
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The accompanying notes are an integral part of these financial statements
F-3
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Henix Resources, Inc.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
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OCTOBER 31, 2010 (UNAUDITED)
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NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Henix Resources, Inc. (the “Company”) was incorporated in the State of Nevada on January 26, 2006. The Company is an Exploration Stage Company, as defined by Accounting Standards Codification (“ASC”) 915. The Company’s principal business is the acquisition and exploration of mineral properties.
Basis of Presentation
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is April 30.
Interim Financial Statements
The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2010, included in the Company’s Annual Report on Form 10-K filed on July 29, 2010 with the SEC. The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at October 31, 2010 and at April 30, 2010, and the results of its operations and cash flows for the periods ended October 31, 2010 and 2009. The results of operations for the six months ended October 31, 2010 are not necessarily indicative of the results to be expected for future quarters or the full year.
Use of Estimates
The preparation of financial statements in conformity with U.S. 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 could differ from those estimates. The Company regularly evaluates estimates and assumptions related to donated expenses and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
F-4
- 6 -
Henix Resources, Inc.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
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OCTOBER 31, 2010 (UNAUDITED)
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Earnings (Loss) Per Share
Basic earnings (loss) per share (“EPS”) is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and the if-converted method for convertible preferred stock and convertible debt. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
Foreign Currency Translation
The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in a foreign currency. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.
Subsequent Events
The Company has evaluated subsequent events through the filing date of this Form 10-Q and has determined that there were no subsequent events to recognize or disclose in these financial statements.
Recent Accounting Pronouncements
The Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant effect on its financial position or results of operations.
F-5
- 7 -
Henix Resources, Inc.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
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OCTOBER 31, 2010 (UNAUDITED)
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NOTE 2 – GOING CONCERN
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. Since inception, the Company has not generated revenues and has not paid any dividends and is unlikely to either pay dividends or generate revenues in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing, the Company’s success in acquiring interests in properties that have economically recoverable reserves, and the attainment of profitable operations. As of October 31, 2010, the Company has a working capital deficit, generated no revenues since inception, and has an accumulated deficit totaling $188,800. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – RELATED PARTY TRANSACTIONS
For the six months ended October 31, 2010 and 2009, the Company received additional advances from the current president in the amounts of $7,000 and $5,000, respectively. These advances were used by the Company to pay for its periodic operating expenses.
As of October 31, 2010 and April 30, 2010, the Company was indebted to the current president of the Company in the amount of $21,000 and $14,000, respectively, representing cash advances and expenses paid on behalf of the Company. The balances consist of advances that are non-interest bearing, unsecured and due on demand.
During the three months ended October 31, 2010 and 2009, the Company recognized $750 and $750, respectively, for donated rent and $1,500 and $1,500, respectively, for donated services. During the six months ended October 31, 2010 and 2009, the Company recognized $1,500 and $1,500, respectively, for donated rent and $3,000 and $3,000, respectively, for donated services. These amounts were charged to operations and recorded as additional paid-in capital.
F-6
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ITEM 2.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Plan of Operation
We are a start-up, exploration-stage mining corporation and have not yet generated or realized any revenues from our business operations. We raised $100,900 from our public offering and issued 1,009,000 common shares at $0.10 per share on November 16, 2006. We believe that further financing (either debt or equity financing) is required for us to acquire, explore and develop mineral properties.
We intend to acquire mineral properties; however, no acquisition has been materialized as of this report. We do not intend to buy or sell any plant or significant equipment during the next twelve months.
Our exploration target is to find properties containing gold. Our success depends upon finding mineralized material from such acquired properties. This includes a determination by a consultant if the property contains reserves. Although we successfully raised capital in 2006, we must raise additional capital to acquire other mineral properties for further exploration.
We intend to acquire a property and prospect for gold in China. Our target is mineralized material. Our success depends upon finding mineralized material. Mineralized material is a mineralized body which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we may cease operations.
In addition, we may not have enough capital to complete the exploration of our property. If it turns out that we have not raised enough capital to complete our exploration program, we will try to raise additional funds from a public offering, a private placement or loans. At the present time, we have not made any plans to raise additional capital and there is no assurance that we would be able to raise additional capital in the future. If we need additional capital and cannot raise it, we may have to suspend or cease operations.
After we acquire a property, we must conduct exploration to determine what amount of minerals, if any, exist on our properties and if any minerals which are found can be economically extracted and profitably processed. There is no assurance that we will ever acquire or option a property.
We intend to seek out raw undeveloped property by retaining the services of a professional mining geologist to be selected. As of the date of this registration statement, we have not selected a geologist. Our properties will in all likelihood be undeveloped raw land. That is because raw undeveloped land is much cheaper than to try to acquire an existing developed property. A developed property is one with a defined ore body.
Thereafter, exploration will be initiated.
We do not know if we will find mineralized material.
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Our exploration program is designed to economically explore any property we may obtain. Again, at the present time we do not own any interest in any properties.
We do not claim to have any minerals or reserves whatsoever.
We intend to implement an exploration program which consists of rock sampling. Rock sampling is the collection of a series of small chips over a measured distance, which is then submitted for a chemical analysis, usually to determine the metallic content over the sampled interval, a pre-determined grid laid out on the property. If the rock sampling is successful, then further work by way of a Controlled Source Magnetotelluric survey may be in order. This is an electromagnetic method used to map the variation of the Earth's resistivity (the resistance of the earth to conduct electricity) by measuring naturally occurring electric and magnetic fields at the Earth's surface. This process gives an indication of where drilling locations may be warranted. If drilling were to be indicated, then our first choice would be Reverse Circulation Drilling. This is a less expensive form of drilling that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not necessarily give one as much information about the underlying rocks. If warranted, core sampling would follow this stage. Core sampling is the process of drilling holes to a depth of up to 1,400 feet in order to extract samples of earth. Our mining engineer will determine where drilling will occur on the property. As of the date of this registration statement, we have not retained the services of any mining engineers, and would not entertain doing so until an appropriate property has been secured. The drill samples will be tested to determine if mineralized material is located on the property. Based upon the tests of the drill samples, we will determine if we will terminate operations; proceed with additional exploration of the property; or develop the property. Our current financial condition is designed to only fund the costs of rock sampling and testing.
Our plan of operation, time frames involved and costs are as follows:
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Item or Activity
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Cost
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Property Acquisition
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$
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10,000
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Consulting Service
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$
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5,000
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Surface Sampling & Geochemical Analysis
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$
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15,000
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Mobilization/Demobilization Contractor
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$
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12,000
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Dozer, Grader, Backhoe, ATV
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$
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12,000
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Reclamation/Bond
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$
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3,000
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Field Supplies
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$
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300
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Travel Expenses
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$
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3,000
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We will allocate $10,000 for the securing of one property in China. We have not selected a property at this time. We intend to secure a property within the next twelve months. The cost of which should not exceed $10,000.
Exploration expenditures consist of fees to be paid for consulting services connected with exploration, the cost of rock sampling (the collection of a series of small chips over a measured distance, which is then submitted for a chemical analysis, usually to determine the metallic content over the sampled interval, a pre-determined location(s) on the property), and cost of analyzing these samples. Since we do not own an interest in any properties, we have not begun exploration. Consulting fees will not be paid except on an as needed basis and should not exceed $5,000 for the next 12 months.
We cannot be more specific about the application of proceeds for exploration, because we do not know what we will find. If we attempted to be too specific, every time an event occurred that would change our allocation, we would have to amend this registration statement. We believe that the process of amending the registration statement would take an inordinate amount of time and not be in your best interest in that we would have to spend money for legal fees which could then not be spent on exploration. We will allocate a range of money for exploration. That is because we do not know how much will ultimately be needed for exploration. If our initial
- 10 -
exploration proves positive results, we will expand the exploration activities to include reverse circulation drilling. This is a less expensive form of drilling that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not necessarily give one as much information about the underlying rocks. If warranted, core drilling would follow this stage.
If we discover significant quantities of mineralized material, we will begin technical and economic feasibility studies to determine if we have reserves. Only if we have reserves will we consider developing the property.
Once we have secured a property, and if through early stage exploration we find mineralized material and it is feasible to expand the exploration program, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need, we will have to find alternative sources of funding, like a public offering, a private placement of securities, or loans from our officers or others.
We have discussed this matter with our officer and director, however, our officer and director is unwilling to make any commitment to loan us any significant amounts of money at this time. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.
We will be conducting research in the form of exploration of the property we intend to secure. Our exploration program is explained in as much detail as possible in the business section of this registration statement. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of minerals and we have determined they are economical to extract from the land.
The breakdown of estimated times and dollars was made in consultation with mining engineers in China.
We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.
If we are unable to complete exploration because we do not have enough money, we will cease operations until we raise more money. If we cannot or do not raise more money, we will cease operations. If we cease operations, we don't know what we will do and we don't have any plans to do anything else.
We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success. That is because we do not own an interest in a property. We may or may not find any mineralized material. We hope we do, but it is impossible to predict the likelihood of such an event.
We do not have a projection of future revenues for our company because we have not located an ore body yet and as such it is impossible to project future revenues.
If we do not find mineralized material, we will allow the option to expire.
Limited Operating History
There is limited historical financial information about us upon which to base an evaluation of our performance. We are an exploration-stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.
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To become profitable and competitive, we must find and acquire mineral properties and conduct more comprehensive exploration of such properties before we start development and production of any minerals we may find.
Results of Operations
For the six months ended October 31, 2010 and 2009, the Company reported revenues of $0 and $0, respectively. For the six months ended October 31, 2010, total expenses were $10,568, a $1,511, or 13%, decrease from the $12,079 reported for the same period in 2009. Approximately $1,311 of this decrease is attributable to a decrease in professional fees and SEC filing costs.
Total expenses reported for the six months ended October 31, 2010 and 2009 primarily represent expenses incurred for general administration, rent, filing fees, professional services, and bank service charges. Shareholders of the Company have been making advances to the Company for the payment of operating expenses; they have agreed to continue providing capital for ongoing operations, until such time the Company can generate revenues from commercial operations or increase capital through various financing arrangements.
Liquidity and Capital Resources
To meet our initial need for cash, we raised $100,900 from our public offering. As of October 31, 2010, we have $709 in cash available. If we acquire a property, find mineralized material, and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans.
As of the date of this report we have yet to generate any revenues.
Since inception and up to October 31, 2010, we have issued 2,009,000 shares of our common stock and received $100,910.
As of October 31, 2010, our total current assets were $7,709 and our total current liabilities were $27,295 for a working capital deficit of $19,586.
The financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. Since inception, the Company has not generated revenues and has not paid any dividends and is unlikely to either pay dividends or generate revenues in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing, the Company’s success in acquiring interests in properties that have economically recoverable reserves, and the attainment of profitable operations. As at October 31, 2010, the Company has not generated revenues and has an accumulated deficit totaling $188,800. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Recent accounting pronouncements
The Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant effect on its financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of disclosure controls and procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our President/Principal Executive Officer/ Principal Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Based upon our evaluation, our President/Chief Executive Officer/Chief Financial Officer concluded that our disclosure controls and procedures are not effective, as of October 31, 2010, due to the material weaknesses in the areas such as establishing an audit committee, lack of segregation of duties in preparation of financial statements, and lack of dual signatures of checks as described in Management's Report on Internal Control over Financial Reporting as reported in our Form 10-K for the year ended April 30, 2010.
Changes in Internal Control
There have been no changes in our internal control over financial reporting during the three months ended October 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 6. EXHIBITS.
The following documents are included herein:
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Incorporated by reference
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|||||
|
Exhibit
|
Document Description
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Form
|
Date
|
Number
|
Filed herewith
|
|
3.1
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Articles of Incorporation.
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SB-2
|
08-17-06
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3.1
|
|
|
3.2
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Bylaws.
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SB-2
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08-17-06
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3.2
|
|
|
4.1
|
Specimen Stock Certificate.
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SB-2
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08-17-06
|
4.1
|
|
|
10.1
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Declaration of Trust from James Shao to Henix Resources Inc.
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SB-2
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08-17-06
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10.1
|
|
|
14.1
|
Code of Ethics.
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10-KSB
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07-30-07
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14.1
|
|
|
16.1
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Letter of Kempisty and Company, CPAs, PC, dated March 3, 2010, regarding change in independent registered public accounting firm.
|
8-K
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03-10-10
|
16.1
|
|
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|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
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X
|
|||
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99.1
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Audit Committee Charter.
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10-KSB
|
07-30-07
|
99.1
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|
|
99.2
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Disclosure Committee Charter.
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10-KSB
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07-30-07
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99.2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 10th day of December, 2010.
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HENIX RESOURCES, INC.
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||
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(the "Registrant")
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||
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BY:
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YONGFU ZHU
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Yongfu Zhu
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President, Principal Executive Officer, Treasurer, Secretary, Principal Financial Officer, Principal Accounting Officer and sole member of the Board of Directors.
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||
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EXHIBIT INDEX
|
Incorporated by reference
|
|||||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
Filed herewith
|
|
3.1
|
Articles of Incorporation.
|
SB-2
|
08-17-06
|
3.1
|
|
|
3.2
|
Bylaws.
|
SB-2
|
08-17-06
|
3.2
|
|
|
4.1
|
Specimen Stock Certificate.
|
SB-2
|
08-17-06
|
4.1
|
|
|
10.1
|
Declaration of Trust from James Shao to Henix Resources Inc.
|
SB-2
|
08-17-06
|
10.1
|
|
|
14.1
|
Code of Ethics.
|
10-KSB
|
07-30-07
|
14.1
|
|
|
16.1
|
Letter of Kempisty and Company, CPAs, PC, dated March 3, 2010, regarding change in independent registered public accounting firm.
|
8-K
|
03-10-10
|
16.1
|
|
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
99.1
|
Audit Committee Charter.
|
10-KSB
|
07-30-07
|
99.1
|
|
|
99.2
|
Disclosure Committee Charter.
|
10-KSB
|
07-30-07
|
99.2
|
|
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