Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File No. 333-111652
NORTHRIDGE VENTURES INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
98-0449083
(I.R.S. Employer Identification number)
2325 HURONTARIO STREET
SUITE 204
MISSISSAUGA, ONTARIO L5A 4K4
(Address of principal executive offices)
Issuer's telephone number: (647) 294-8537
Securities registered under Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.0001 PAR VALUE
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of November 30, 2010 the Issuer had 14,000,000 shares of its Common Stock
outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NORTHRIDGE VENTURES INC.
(A development stage company)
Balance Sheets
November 30, 2010 and 2009
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
-----------------------------------------------------------------------------------------------------------------------
November 30, 2010 May 31, 2009
-----------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT
Cash and cash equivalents $ 4,584 $ -
Prepaid expenses 43,895 23,557
-----------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS $ 48,479 $ 23,557
=======================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT
Accounts payable and accrued liabilities $ 6,767 $ 6,309
Promissory Note (Note 4) 55,800 -
-----------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 62,567 6,309
-----------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
SHARE CAPITAL
Authorized:
200,000,000 preferred shares with a par value of $0.0001 per share
Preferred shares: Nil issued
800,000,000 common shares with a par value of $0.0001 per share
Issued and outstanding common shares: 1,400,000 common shares (2009: 800,000) 1,400 80
ADDITIONAL PAID-IN CAPITAL 315,150 250,470
(DEFICIT) ACCUMULATED DURING THE DEVELOPMENT STAGE (330,638) (233,302)
-----------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (14,088) 17,248
-----------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 48,479 $ 23,557
=======================================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
NORTHRIDGE VENTURES INC.
(A development stage company)
Statements of Stockholders' Equity
For the period from March 18, 2003 (inception) to November 30, 2010
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
-----------------------------------------------------------------------------------------------------------------
(Deficit)
accumulated Total
during stockholders'
Common stock Additional development equity
Shares Amount paid-in capital stage (deficiency)
-----------------------------------------------------------------------------------------------------------------
Issuance of common stock for cash
March 18, 2003, $0.0001 per share 550,000 $ 55 $ 495 $ - $ 550
Comprehensive income (loss)
Loss and comprehensive loss for the period - - - (1,743) (1,743)
-----------------------------------------------------------------------------------------------------------------
BALANCE, May 31, 2003 550,000 $ 55 $ 495 $ (1,743) $ (1,193)
-----------------------------------------------------------------------------------------------------------------
Comprehensive income (loss)
Loss and comprehensive loss for the year - - - (6,922) (6,922)
-----------------------------------------------------------------------------------------------------------------
BALANCE, May 31, 2004 550,000 $ 55 $ 495 $ (8,665) $ (8,115)
-----------------------------------------------------------------------------------------------------------------
Comprehensive income (loss)
Loss and comprehensive loss for the year - - - (5,603) (5,603)
-----------------------------------------------------------------------------------------------------------------
BALANCE, May 31, 2005 550,000 $ 55 $ 495 $ (14,268) $ (13,718)
-----------------------------------------------------------------------------------------------------------------
Issuance of common stock for cash
March 1 to March 24, 2006, $0.0001 per share 250,000 25 249,975 - 250,000
Comprehensive income (loss)
Loss and comprehensive loss for the year - - - (28,732) (28,732)
-----------------------------------------------------------------------------------------------------------------
BALANCE, May 31, 2006 800,000 $ 80 $ 250,470 $ (43,000) $ 207,550
-----------------------------------------------------------------------------------------------------------------
Comprehensive income (loss)
Loss and comprehensive loss for the year - - - (52,428) (52,428)
-----------------------------------------------------------------------------------------------------------------
BALANCE, May 31, 2007 800,000 $ 80 $ 250,470 $ (95,428) $ 155,122
-----------------------------------------------------------------------------------------------------------------
Comprehensive income (loss)
Loss and comprehensive loss for the year - - - (69,228) (69,228)
-----------------------------------------------------------------------------------------------------------------
BALANCE, May 31, 2008 800,000 $ 80 $ 250,470 $ (164,656) $ 85,894
-----------------------------------------------------------------------------------------------------------------
Comprehensive income (loss)
Loss and comprehensive loss for the year - - - (30,121) (30,121)
-----------------------------------------------------------------------------------------------------------------
BALANCE, May 31, 2009 800,000 $ 80 $ 250,470 $ (194,777) $ 55,773
-----------------------------------------------------------------------------------------------------------------
Comprehensive income (loss)
Loss and comprehensive loss for the year - - - (38,525) (38,525)
-----------------------------------------------------------------------------------------------------------------
BALANCE, May 31, 2010 800,000 $ 80 $ 250,470 $ (233,302) $ 17,248
-----------------------------------------------------------------------------------------------------------------
Issuance of common stock for cash
October 11, 2010, $0.005 per share 13,200,000 1,320 64,680 - 66,000
-----------------------------------------------------------------------------------------------------------------
Comprehensive income (loss)
Loss and comprehensive loss for the period - - - (97,336) (97,336)
-----------------------------------------------------------------------------------------------------------------
BALANCE, November 30, 2010 14,000,000 $ 1,400 $ 315,150 $ (330,638) $ (14,088)
=================================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
NORTHRIDGE VENTURES INC.
(A development stage company)
Statements of Operations
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
----------------------------------------------------------------------------------------------------------
Cumulative
March 18, 2003 Three months ended Six months ended
(inception) to November 30 November
November 30, 2010 2010 2009 2010 2009
----------------------------------------------------------------------------------------------------------
REVENUE $ 77 $ - $ - $ - $
----------------------------------------------------------------------------------------------------------
GENERAL AND ADMINISTRATIVE EXPENSES
Accounting 51,265 1,680 846 7,055 5,997
Incorporation 1,728 - - - -
Interest and bank charges 4,787 1,922 1 1,922 43
Legal 82,297 42,426 - 53,426 11,000
Office expenses 7,894 (35) - (35) -
Consulting 93,532 19,381 - 24,763 -
Transfer agent 7,395 181 159 407 385
Website maintenance 2,019 - - - -
Mineral exploration 9,798 9,798 - 9,798 -
WRITE OFF OF WEBSITE DEVELOPMENT COSTS 32,083 - - - -
AMORTIZATION OF WEBSITE DEVELOPMENT COSTS 37,917 - - - -
----------------------------------------------------------------------------------------------------------
TOTAL EXPENSES 330,715 75,353 1,006 97,336 17,425
----------------------------------------------------------------------------------------------------------
(LOSS) FOR THE PERIOD $ (330,638) $ (75,353) $ (1,006) $ (97,336) $(17,425)
==========================================================================================================
(LOSS) PER SHARE
- basic and diluted $ (0.01) $ (0.00) $ (0.02) $ (0.02)
==========================================================================================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
- basic and diluted 8,117,391 800,000 4,458,696 800,000
==========================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
NORTHRIDGE VENTURES INC.
(A development stage company)
Statements of Cash Flows
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
---------------------------------------------------------------------------------------------------------------------------------
Cumulative
Amounts
March 18, 2003
(inception) to Six months ended
November 30, 2010 November 30, 2009 November 30, 2010
---------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
(Loss) for the period $ (330,638) $ (97,336) $ (17,425)
Adjustment to reconcile (loss) to net cash used in operating activities:
- amortization of website development costs 37,917 - -
- write off of website development costs 32,083 - -
Changes in assets and liabilities:
- (increase) prepaid expenses (43,895) (20,338) (20,000)
- increase (decrease) in accounts payable and accrued liabilities 8,567 2,258 (18,431)
---------------------------------------------------------------------------------------------------------------------------------
Net cash from (used in) operating activities (295,966) (115,416) (55,856)
---------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS (USED IN) INVESTING ACTIVITIES
Website development costs (70,000) - -
---------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from promissory note 54,000 54,000 -
Proceeds from issuance of common stock 316,550 66,000 -
---------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 370,550 120,000 -
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,584 4,584 (55,856)
CASH AND CASH EQUIVALENTS, beginning of period - - 77,391
---------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period $ - $ - $ 21,535
=================================================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
1. INCORPORATION AND CONTINUANCE OF OPERATIONS
The Company, formerly known as Portaltochina.com, Inc. was formed on March 18,
2003 under the laws of the State of Nevada for the purpose of operating an
internet portal to facilitate business with China. On May 13, 2010, the Company
changed its name to Northridge Ventures Inc. The Company is considered a
development stage company as defined in FASB Accounting Standards Codification
("ASC") 915.
On May 13, 2010, the Company amended its Articles of Incorporation to increase
the number of shares of authorized common stock from 100 million shares with a
par value of $0.0001 to 800 million shares ($0.0001 par value), and to
authorize 200 million shares of preferred stock ($0.0001 par value). On June 3,
2010, the Company effected a 1-for-10 reverse split of the Company's common
stock, resulting in the Company's authorized common stock being reduced from 800
million shares ($0.0001 par value) to 80 million shares ($0.0001 par value). On
August 19, 2010, the Company amended its Articles of Incorporation to increase
its authorized capital to 800 million shares of common stock (par value $0.0001)
and 200 million shares of preferred stock (par value $0.0001). All prior
periods presented have been adjusted to reflect the impact of this reverse stock
split, including basic and diluted weighted-average shares and shares issued and
outstanding.
On October 8, 2010, the Company acquired a 100% interest in two non-contiguous
mineral exploration licenses comprising 19 claims located along southeastern
Labrador, approximately 13 kilometers northeast of the community of
Charlottetown in Labrador, Canada, having a total area of 475 hectares (1,174)
at a total cost to the Company of $10,000. As a result of the acquisition, the
Company changed its business to mineral exploration and abandoned its former
business, including all planned internet related development.
The Company has been in the exploration stage since its formation and has not
yet realized any revenues from its operations. It is primarily engaged in the
acquisition and exploration of mining properties. Upon location of a
commercially minable reserve, the Company expects to actively prepare the site
for its extraction and enter a development stage. In 2005, the Company acquired
mineral interests in two non-contiguous properties located along southeastern
coastal Labrador, approximately 13 kilometers northeast of the community of
Charlottetown, Labrador, Canada. In 2009, the Company abandoned its interest in
these mineral properties.
These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal course of business. The Company has incurred operating losses and
requires additional funds to maintain its operations. Management's plans in
this regard are to raise equity financing as required. Further, the Company has
experienced difficulty in launching its business through its B2B Platform due to
the foreign currency administration policies in China and the Company was unable
to earn any meaningful revenue from advertising. Therefore, the Company is
currently re-assessing its business plan and revenue model.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. These financial statements do not include any adjustments
that might result from this uncertainty.
The Company has generated nominal operating revenues to date.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) Cash and Cash Equivalents
Cash equivalents comprise certain highly liquid instruments with a maturity of
three months or less when purchased. As at November 30, 2010 and May 31, 2010,
there were no cash equivalents.
(b) Accounting Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles of United States of America 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
and assumptions.
(c) Advertising Expenses
The Company expenses advertising costs as incurred. There was no advertising
expenses incurred by the Company for the three and six month periods ended
November 30, 2010 and 2009.
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
(d) Loss Per Share
Basic earnings or loss per share is based on the weighted average number of
shares outstanding during the period of the financial statements. Diluted
earnings or loss per share are based on the weighted average number of common
shares outstanding and dilutive common stock equivalents. All per share and per
share information are adjusted retroactively to reflect stock splits and changes
in par value, when applicable. Diluted loss per share is equivalent to basic
loss per share because there are no potential dilutive securities.
(e) Concentration of Credit Risk
The Company places its cash and cash equivalents with high credit quality
financial institutions. As of November 30, 2010, the Company had $Nil in a bank
beyond insured limits (May 31, 2010: $Nil).
(f) Foreign Currency Transactions
The Company is located and operating outside of the United States of America.
It maintains its accounting records in U.S. Dollars, as follows:
At the transaction date, each asset, liability, revenue and expense is
translated into U.S. dollars by the use of the exchange rate in effect at that
date. At the period end, monetary assets and liabilities are remeasured by
using the exchange rate in effect at that date. The resulting foreign exchange
gains and losses are included in operations.
(g) Fair Value of Financial Instruments
The respective carrying value of certain on-balance-sheet financial instruments
approximated their fair value. These financial instruments include cash and
cash equivalents and accounts payable and accrued liabilities. Fair values were
assumed to approximate carrying values for these financial instruments due to
their short-term nature. Management is of the opinion that the Company is not
exposed to significant interest, credit or currency risks arising from these
financial instruments.
The fair value hierarchy distinguishes between assumptions based on market data
(observable inputs) and an entity's own assumptions (unobservable inputs). The
hierarchy consists of three levels:
- Level one - Quoted market prices in active markets for identical assets or
liabilities;
- Level two - Inputs other than level one inputs that are either directly or
indirectly observable; and
- Level three - Unobservable inputs developed using estimates and
assumptions, which are developed by the reporting entity and reflect those
assumptions that a market participant would use.
The Company has no assets or liabilities that are measured at fair value on a
recurring basis. There were no assets or liabilities measured at fair value on a
non-recurring basis during the three and six months periods ended November 30,
2010 and 2009.
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
(h) Income Taxes
The Company has adopted ASC 740, Accounting for Income Taxes, which requires the
Company to recognize deferred tax liabilities and assets for the expected future
tax consequences of events that have been recognized in the Company's financial
statements or tax returns using the liability method. Under this method,
deferred tax liabilities and assets are determined based on the temporary
differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse.
(i) Long-Lived Assets
Long-lived assets and certain identifiable intangibles to be held and used by
the Company are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company continuously evaluates the recoverability of its
long-lived assets based on estimated future cash flows and the estimated
liquidation value of such long-lived assets, and provides for impairment if such
undiscounted cash flows are insufficient to recover the carrying amount of the
long-lived assets. If impairment exists, an adjustment is made to write the
asset down to its fair value and a loss is recorded as the difference between
the carrying value and fair value. Fair values are determined based on quoted
market value, discounted cash flows, or internal and external appraisals, as
applicable. Assets to be disposed of, when applicable, are carried at the lower
of carrying value or estimated net realizable value.
(j) Stock-Based Compensation
The Company adopted ASC Topic 718-10, Comprehensive - Stock Comprehensive -
Overall to account for its stock options and similar equity instruments issued.
Accordingly, compensation costs attributable to stock options or similar equity
instruments granted are measured at the fair value at the grant date, and
expensed over the expected vesting period. SFAS No. 123 (revised) requires
excess tax benefits be reported as a financing cash inflow rather than as a
reduction of taxes paid. The Company did not grant any stock options during the
three or six month periods ended November 30, 2010 and 2009.
(k) Comprehensive Income
The Company adopted ASC Topic 220-10, Comprehensive Income - Overall, which
establishes standards for reporting and display of comprehensive income, its
components and accumulated balances. The Company is disclosing this information
on its Statements of Stockholders' Equity. Comprehensive income comprises
equity except those resulting from investments by owners and distributions to
owners. The Company has no elements of "other comprehensive income" for the
three or six month periods ended November 30, 2010 and 2009.
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
(l) Revenue Recognition
The Company has recognized revenue in accordance with Securities and Exchange
Commission Staff Accounting Bulletin No. 104, Revenue Recognition. The Company
recognizes advertising revenue in the period in which the advertisement is
displayed, provided that evidence of an arrangement exists, the fees are fixed
or determinable and collection of the resulting receivable is reasonably
assured. If fixed-fee advertising is displayed over a term greater than one
month, revenue is recognized ratably over the period. The Company recognizes
revenue for fixed-fee advertising arrangements ratably over the term of the
insertion order. If, at the end of a quarterly reporting period the term of an
insertion order is not complete, the Company recognizes revenue for the period
by pro-rating the total arrangement fee to revenue and deferred revenue based on
a measure of proportionate performance of the obligation under the insertion
order. The Company measures proportionate performance by the number of
placements delivered and undelivered as of the reporting date. The Company uses
prices stated on our internal rate card for measuring the value of delivered and
undelivered placements. Fees for variable-fee advertising arrangements are
recognized based on the number of impressions displayed or clicks delivered
during the period.
Under these policies, no revenue is recognized unless persuasive evidence of an
arrangement exists, delivery has occurred, the fee is fixed or determinable, and
collection is reasonably assured.
(m) Mineral Property Payments and Exploration Costs
Mineral property acquisition costs are initially capitalized as tangible assets
when purchased. The Company assesses the carrying costs for impairment when
indicators of impairment exist. If proven and probable reserves are established
for a property and it has been determined that a mineral property can be
economically developed, costs will be amortized using the units-of-production
method over the estimated total recoverable proven and probable reserves.
Mineral property exploration and development costs are expensed as incurred
until the establishment of economically viable reserves.
(n) New Accounting Pronouncements
In January 2010, the FASB issued ASU No. 2010-06 regarding fair value
measurements and disclosures and improvement in the disclosure about fair value
measurements. This ASU requires additional disclosures regarding significant
transfers in and out of Levels 1 and 2 of fair value measurements, including a
description of the reasons for the transfers. Further, this ASU requires
additional disclosures for the activity in Level 3 fair value measurements,
requiring presentation of information about purchases, sales, issuances, and
settlements in the reconciliation for fair value measurements. This ASU is
effective for fiscal years beginning after December 15, 2010, and for interim
periods within those fiscal years. The Company is currently evaluating the
impact of this ASU; however, the Company does not expect the adoption of this
ASU to have a material impact on our financial statements.
In February 2010, the FASB issued ASC No. 2010-09, "Amendments to Certain
Recognition and Disclosure Requirements", which eliminates the requirement for
SEC filers to disclose the date through which an entity has evaluated subsequent
events. ASC No. 2010-09 is effective for its fiscal quarter beginning after 15
December 2010. The adoption of ASC No. 2010-09 is not expected to have a
material impact on the Company's financial statements
ASU No. 2010-13 was issued in April 2010, and clarified the classification of an
employee share based payment award with an exercise price denominated in the
currency of a market in which the underlying security trades. This ASU will be
effective for the first fiscal quarter beginning after December 15, 2010, with
early adoption permitted. The adoption of ASU No. 2010-13 is not expected to
have a material impact on the Company's financial statements. Other accounting
standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on the Company's financial statements
upon adoption.
NOTE 3 - MINERAL PROPERTY INTEREST
On October 8, 2010, the Company acquired a 100% interest in two non-contiguous
mineral exploration licenses (license numbers 017985M and 017987M) comprising 17
claims located along south-eastern coastal Labrador, approximately 13 kilometers
northeast of the community of Charlottetown in Labrador, Canada, having a total
area of 425 hectares (1,054.8 acres). The closing of the acquisition took place
on December 17, 2010. The Company paid the agreed-upon amount of $9,798
(CAD$10,000) to the seller of the mineral licenses, who is the son of the
Company's majority stockholder.
NOTE 4 - PROMISSORY NOTE
On October 8, 2010, the Company issued a promissory note to an unaffiliated
third party for $54,000. The note is due and payable on October 8, 2011 and
accrues interest at the rate of 20% per annum, calculated semi-annually, payable
on the due date. As of November 30, 2010, the carrying value of the promissory
note is $55,800, including accrued interest of $1,800. The Company may repay the
note in whole or in part at any time prior to the due date.
NOTE 5 - PREFERRED AND COMMON STOCK
The Company has 200,000,000 shares of preferred stock authorized and none
issued.
The Company has 800,000,000 shares of common stock authorized, of which
14,000,000 shares are issued and outstanding. All shares of common stock are
non-assessable and non-cumulative, with no preemptive rights.
During the period ended November 30, 2010, the Company sold 13,200,000 shares of
common stock at $0.005 per share through a private placement to a controlling
shareholder. The gross proceeds of the offering was $66,000.
NOTE 6 - RELATED PARTY TRANSACTIONS
On October 11, 2010, the Company sold 13,200,000 shares of its common stock to
Gisela Mills, who was one of its controlling stockholders at the time of the
sale, for cash consideration of $66,000.
During the quarter ended November 30, 2010, the Company paid legal fees of
$39,926 (2009 - $ nil) to a law firm affiliated to a related party of the
Company.
During the quarter ended November 30, 2010, the Company paid legal retainer of
$15,602 (2009- $nil) to a law firm affiliated to a related party of the Company.
See Note 3.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR PLAN OF OPERATION SHOULD BE READ IN
CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE RELATED NOTES. THIS DISCUSSION
CONTAINS FORWARD-LOOKING STATEMENTS BASED UPON CURRENT EXPECTATIONS THAT INVOLVE
RISKS AND UNCERTAINTIES, SUCH AS OUR PLANS, OBJECTIVES, EXPECTATIONS AND
INTENTIONS. OUR ACTUAL RESULTS AND THE TIMING OF CERTAIN EVENTS COULD DIFFER
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A
RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS,"
"DESCRIPTION OF BUSINESS" AND ELSEWHERE IN THIS PROSPECTUS.
OVERVIEW
We were incorporated on March 18, 2003 as Portaltochina.com, Inc. for the
purpose of developing and operating an Internet portal located on the World Wide
Web at www.portaltochina.com. We experienced difficulty in launching our
business through our portal due to the foreign currency administration policies
in China. In light of our failure to earn any meaningful revenue, our
management determined that we should revise our business plan to develop a new
internet portal specifically focused on facilitating commercial real-estate
transactions in Canada. On January 1, 2010, we relocated our office to 2325
Hurontario Street, Suite 204, Mississauga, Ontario L5A 4K4 (telephone:
647-294-8537; facsimile: 416-850-5739).
In accordance with the change in business focus and relocation of our principal
office, on May 13, 2010 we changed our name to Northridge Ventures Inc. and
increased our authorized capital to 800 million shares of common stock (par
value $0.0001) and 200 million shares of preferred stock (par value $0.0001).
On June 3, 2010, the Company completed a 10-for-1 reverse split of its
authorized common stock, resulting in 80 million authorized common shares, of
which 800,000 shares were issued and outstanding. On August 19, 2010, the
Company again increased its authorized common stock to 800 million shares,
without affecting the number of issued and outstanding common shares.
On October 8, 2010, we acquired a 100% interest in four non-contiguous mineral
exploration licenses comprising 19 claims located along southeastern coastal
Labrador, approximately 13 kilometers northeast of the community of
Charlottetown in Labrador, Canada, having a total area of 475 hectares (1,174
acres).
On October 11, 2010, a change in control of the Company occurred when we sold
13,200,000 shares of our common stock at $0.005 per share to Gisela Mills, one
of our controlling stockholders, through a private placement for cash
consideration of $66,000. As a result of this acquisition, Mrs. Mills acquired
a majority of our voting stock and thereby controls the Company.
Consequent upon the recent acquisition of our mineral exploration licenses, we
have changed our business to mineral exploration and abandoned our former
business plan, including all planned internet-related development.
Our business plan is to explore the Paradise River Property to determine whether
there are commercially exploitable reserves of valuable minerals. Phase I of
our exploration program will consist of expanded geological mapping, and
geochemical sampling that will cover previously established grid areas, as well
as other prospective sites that may be developed to delineate either base metals
or industrial minerals. Geochemical sampling will include rock, stream sediment
and till sampling. Several airborne electromagnetic anomalies will be
re-verified on the ground and mapped for size and extent. If Phase I develops
any high priority targets for further exploration, then we will proceed with
Phase II of the proposed exploration program, consisting of 800 to 1000 metres
of diamond drilling, mobilized to the nearest road by truck, then
helicopter-supported from that point. We anticipate that Phase I will cost
approximately $26,680 while Phase II would cost approximately $195,500. To
date, we have not commenced exploration on the Paradise River Property.
We anticipate that any additional funding that we require will be in the form of
equity financing from the sale of our common stock. There is no assurance,
however, that we will be able to raise sufficient funding from the sale of our
common stock. The risky nature of this enterprise and lack of tangible assets
places debt financing beyond the credit-worthiness required by most banks or
typical investors of corporate debt until such time as an economically viable
mine can be demonstrated. We do not have any arrangements in place for any
future equity financing. If we are unable to secure additional funding, we will
cease or suspend operations. We have no plans, arrangements or contingencies in
place in the event that we cease operations.
Our sole executive officer will only be devoting approximately six hours per
week of her time to our business. We do not foresee this limited involvement as
negatively impacting our company over the next 12 months because all exploratory
work is being performed by an outside consultant. If, however, the demands of
our business require more time of our officer, such as raising additional
capital or addressing unforeseen issues with regard to our exploration efforts,
she is prepared to adjust her timetable to devote more time to our business. She
may, however, not be able to devote sufficient time to the management of our
business, as and when needed.
We do not have any verbal or written agreement regarding the retention of any
qualified engineer or geologist for our exploration program.
We do not have plans to purchase any significant equipment or to hire any
employees during the next 12 months, or until we have proved reserves.
We have not earned revenue since inception and we presently have no proven or
probable mineral reserves. There is no assurance that our mineral claims
contain commercially exploitable reserves of valuable minerals. Since
inception, we have suffered recurring losses and net cash outflows from
operations, and our activities have been financed from the proceeds of share
subscriptions and loans from management and non-affiliated third parties. We
expect to continue to incur substantial losses to implement our business plan.
We have not established any other source of equity or debt financing and there
can be no assurance that we will be able to obtain sufficient funds to implement
our business plan. As a result of the foregoing, our auditors have expressed
substantial doubt about our ability to continue as a going concern. If we
cannot continue as a going concern, then our investors may lose all of their
investment.
RESULTS OF OPERATIONS
We have not earned any meaningful revenue since inception on March 18, 2003. We
do not anticipate earning revenue until such time as we have entered into
commercial production of the Paradise River Property. We are presently in the
exploration stage of our business and we can provide no assurance that we will
discover commercially exploitable reserves of valuable minerals on the Paradise
River Property, or that if such resources are discovered that we will
commercially produce them.
We posted an operating loss of $75,353 for the three month period ending
November 30, 2010, due primarily to professional fees, consulting fees, the
acquisition of our mineral property and interest expenses. This was an increase
from the operating loss of $1,006 for same period in the previous fiscal year.
The operating loss for the six months period ending November 30, 2010 increased
from $17,425 for the same period in the previous fiscal year to $97,336 due
primarily to the increased professional fees, consulting fees, the acquisition
of mineral property and interest expenses.
LIQUIDITY AND CAPITAL RESOURCES
As of November 30, 2010, we had total assets of $48,479, comprised of $4,584 in
cash and $43,895 in prepaid expenses. This is an increase from $23,557 in total
assets as of May 31, 2010. The increase was attributable to a private placement
completed on October 11, 2010, of 13,200,000 common shares at a price of $0.005
per share for gross proceeds of $66,000.
As of November 30, 2010, our total liabilities increased to $62,567 from $6,309
as of May 31, 2010. This increase primarily resulted from the issuance of the
promissory note.
On October 8, 2010, we secured a loan of $54,000 from an unaffiliated third
party at an interest rate of 20% on the unpaid balance, calculated
semi-annually. The loan and all accrued interest are due and payable on October
8, 2011. We may pay all or part of the loan at any time before the due date.
On October 11, 2010, we completed a private placement of 13,200,000 shares of
our common stock at a price of $0.005 per share to a controlling shareholder for
total cash proceeds of $66,000.
Our business is in the early stages of development. We have not generated
revenue since the date of inception. As a result of recent financing activity,
we presently have sufficient working capital to maintain our present level of
operations for the next 12 months but not to commence Phase I of our proposed
exploration program. We will require additional funding in order to commence
our exploration program.
We anticipate that any additional funding that we require will be in the form of
equity financing from the sale of our common stock. There is no assurance,
however, that we will be able to raise sufficient funding from the sale of our
common stock. The risky nature of this enterprise and lack of tangible assets
places debt financing beyond the credit-worthiness required by most banks or
typical investors of corporate debt until such time as an economically viable
mine can be demonstrated. We do not have any arrangements in place for any
future equity financing. If we are unable to secure additional funding, we will
cease or suspend operations. We have no plans, arrangements or contingencies in
place in the event that we cease operations.
We will be required to pursue sources of additional capital through various
means, including joint venture projects and debt or equity financings. Future
financings through equity investments are likely to be dilutive to existing
stockholders. Also, the terms of securities we may issue in future capital
transactions may be more favorable for our new investors. Newly issued
securities may include preferences, superior voting rights, and the issuance of
warrants or other derivative securities, which may have additional dilutive
effects. Further, we may incur substantial costs in pursuing future capital and
financing, including investment banking fees, legal fees, accounting fees,
printing and distribution expenses and other costs. We may also be required to
recognize non-cash expenses in connection with certain securities we may issue,
such as convertible notes and warrants, which will adversely impact our
financial condition.
Our ability to obtain needed financing may be impaired by such factors as the
capital markets, both generally and specifically in the renewable energy
industry, and the fact that we have not been profitable, which could impact the
availability or cost of future financings. If the amount of capital we are able
to raise from financing activities, together with our revenue from operations,
is not sufficient to satisfy our capital needs, even to the extent that we
reduce our operations accordingly, we may be required to cease operations.
There is no assurance that we will be able to obtain financing on terms
satisfactory to use, or at all. We do not have any arrangements in place for
any future financing. If we are unable to secure additional funding, we may
cease or suspend operations. We have no plans, arrangements or contingencies in
place in the event that we cease operations.
ITEM 3. CONTROLS AND PROCEDURES
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the
end of the period covered by the quarterly report, being November 30, 2008, we
have carried out an evaluation of the effectiveness of the design and operation
of our company's disclosure controls and procedures. This evaluation was carried
out under the supervision and with the participation of our company's
management, including our company's president. Based upon that evaluation, our
company's president concluded that our company's disclosure controls and
procedures are not effective as at the end of the period covered by this report.
There have been no significant changes in our internal controls over financial
reporting that occurred during our most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect our internal
controls over financial reporting.
Disclosure controls and procedures and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time period specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934 is accumulated and communicated to management, including
our president and secretary as appropriate, to allow timely decisions regarding
required disclosure.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Neither Northridge Ventures Inc., nor any of its officers or directors is a
party to any material legal proceeding or litigation and such persons know of no
material legal proceeding or contemplated or threatened litigation. There are
no judgments against Northridge Ventures Inc. or its officers or directors. None
of our officers or directors have been convicted of a felony or misdemeanor
relating to securities or performance in corporate office.
ITEM 6. EXHIBITS
EXHIBIT DESCRIPTION
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NORTHRIDGE VENTURES INC.
Date: January 14, 2010 /s/ Caroline Rechia
Caroline Rechia
President, Chief Executive Officer,
Chief Financial Officer and
Principal Accounting Office
