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EX-31 - EX-31.2 SECTION 302 CERTIFICATION - AURUM RESOURCES CORP.northsprings10q073111ex312.htm
EX-32 - EX-32.1 SECTION 906 CERTIFICATION - AURUM RESOURCES CORP.northsprings10q073111ex321.htm
EX-31 - EX-31.1 SECTION 302 CERTIFICATION - AURUM RESOURCES CORP.northsprings10q073111ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

_____________

 

FORM 10-Q

_____________

 

  X .  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2011


      .  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______


Commission File Number 333-167217


NORTH SPRINGS RESOURCES CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

 

68-0678790

(State of incorporation)

  

(I.R.S. Employer Identification No.)

 

200 S Virginia, 8th Floor

Reno, NV 89501

 (Address of principal executive offices)

 

Phone:  (775) 398-3078

 (Registrant’s telephone number)


with a copy to:

Carrillo Huettel, LLP

3033 Fifth Ave. Suite 400

San Diego, CA 92103

Telephone (619) 546-6100

Facsimile (619) 546-6060

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

  X . Yes            .  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 (§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).

  X . 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" 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 September 14, 2011, there were 348,000,000 shares of the registrant’s $.001 par value common stock issued and outstanding.








NORTH SPRINGS RESOURCES CORP.*


TABLE OF CONTENTS 

 

 

 

  

Page

 

 

PART I.                 FINANCIAL INFORMATION

 

  

 

ITEM 1.

FINANCIAL STATEMENTS

2

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

11

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

14

ITEM 4.

CONTROLS AND PROCEDURES

14

  

 

PART II.               OTHER INFORMATION

 

  

 

ITEM 1.

LEGAL PROCEEDINGS

15

ITEM 1A.

RISK FACTORS

15

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

15

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

15

ITEM 4.

[REMOVED AND RESERVED]

15

ITEM 5.

OTHER INFORMATION

15

ITEM 6.

EXHIBITS

16


Special Note Regarding Forward-Looking Statements


Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of North Springs Resources Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "NSRS" refers to North Springs Resources Corp.




1




PART I - FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS










NORTH SPRINGS RESOURCES CORP.

(An Exploration Stage Company)


Financial Statements


For the Periods Ended July 31, 2011 (unaudited)









Balance Sheets

3

Statements of Operations

4

Statements of Cash Flows

5

Notes to the Financial Statements

6










2



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(A Exploration Stage Company)

Balance Sheets

(unaudited)



 

July 31,

2011

$

April 30,

2011

$

 



ASSETS



 



Current Assets



 



Cash

35,720

Prepaid expense

1,294

 



Total Assets

37,014

 



LIABILITIES AND STOCKHOLDERS’ DEFICIT



 



Accounts payable and accrued liabilities

16,929

Due to related party

21,425

16,070

Note payable

40,000

 



Total Liabilities

78,354

16,070

 



Stockholders’ Deficit



 



Preferred stock, 50,000,000 shares authorized, $0.001 par value;

No shares issued and outstanding



 



Common stock, 750,000,000 shares authorized, $0.001 par value;

694,000,000 shares issued and outstanding

694,000

694,000

 



Additional paid-in capital

(662,400)

(662,400)

 



Deficit accumulated during the exploration stage

(72,940)

(47,670)

 



Total Stockholders’ Deficit

(41,340)

(16,070)

 



Total Liabilities and Stockholders’ Deficit

37,014




(The accompanying notes are an integral part of these financial statements)


3



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(A Exploration Stage Company)

Statements of Operations

(unaudited)




For the Three Months Ended

For the Three Months Ended

Accumulated from

May 22, 2009

(Date of Inception)

 

July 31,

July 31,

to July 31,

 

2011

2010

2011

 

$

$

$

 

 

 

 

Revenues

 

 

 

 

Operating Expenses




 




Consulting fees

15,000

General and administrative expenses

3,731

288

5,199

Impairment of oil and gas property

10,000

Management fees

4,500

4,500

Professional fees

16,500

5,000

30,968

Transfer agent and filing fees

446

7,180

 

 

 

 

Total Operating Expenses

25,177

5,288

72,847

 

 

 

 

Other Expenses

 

 

 

 

 

 

 

Interest expense

(93)

(93)

 

 

 

 

 

(93)

(93)

 

 

 

 

Net loss

(25,270)

(5,288)

(72,940)

 

 

 

 

Net loss per share, basic and diluted

 

 

 

 

 

Weighted average number of shares outstanding

694,000,000

500,000,000

 




(The accompanying notes are an integral part of these financial statements)


4



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(A Exploration Stage Company)

Statements of Cash Flows

(unaudited)



 

For the Three Months Ended July 31,

2011

$

For the Three Months Ended July 31,

2010

$

Accumulated from

May 22, 2009 (Date of Inception)

to July 31,

2011

$

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net loss for the period

 (25,270)

 (5,288)

 (72,940)

 

 

 

 

Adjustments to reconcile net loss to net cash used

in operating activities:

 

 

 

Loss on impairment of oil and gas property

 –

 –

 10,000

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

Increase in prepaid expense

 (1,294)

 –

 (1,294)

Increase in accounts payable and accrued liabilities

 16,929

 –

 16,929

Increase in due to related parties

 5,355

 –

 5,355

 

 

 

 

Net cash used in operating activities

 (4,280)

 (5,288)

 (41,950)


 

 

 

Investing Activities

 

 

 

 

 

 

 

Working interest in oil project

 –

 (10,000)

 (10,000)

 

 

 

 

Net cash used in investing activities

 –

 (10,000)

 (10,000)

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Bank indebtedness

 –

 162

 –

Proceeds from issuance of common stock

 –

 –

 31,600

Proceeds from issuance of note payable

 40,000

 –

 40,000

Proceeds from related party

 –

 10,000

 16,070

 

 

 

 

Net cash provided by financing activities

 40,000

 10,162

 87,670

 

 

 

 

Increase (Decrease) in cash

 35,720

 (5,126)

 35,720

 

 

 

 

Cash, beginning of period

 –

 5,126

 –

 

 

 

 

Cash, end of period

 35,720

 –

 35,720

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

Interest paid

 –

 –

 –

Income taxes paid

 –

 –

 –



(The accompanying notes are an integral part of these financial statements)


5



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(A Exploration Stage Company)

Notes to the Financial Statements

(unaudited)




1.

Nature of Operations and Continuance of Business


Aurum Resources Corp. (“the Company”) was incorporated under the laws of the State of Nevada, on May 22, 2009. The Company has been in an exploration stage since its formation and has not realized any revenues from operations. The Company intends to commence operations in oil and gas exploration and production industry in North America. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.


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. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings 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 to continue operations, and the attainment of profitable operations. As at July 31, 2011, the Company has not generated revenues and has accumulated losses totaling $72,490 since inception. 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.


2.

Summary of Significant Accounting Policies


a)

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.  


a)

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. The Company regularly evaluates estimates and assumptions related to the useful life and valuation of long-lived assets 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.


a)

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.




6



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(A Exploration Stage Company)

Notes to the Financial Statements

(unaudited)




2.

Summary of Significant Accounting Policies (continued)


b)

Financial Instruments


Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:


Level 1


Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


Level 2


Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


Level 3


Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


The Company’s financial instruments consist principally of cash, and amounts due to related parties.  Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.


e)

Loss Per Share


The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. 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.


f)

Comprehensive Loss


ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at July 31, 2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.



7



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(A Exploration Stage Company)

Notes to the Financial Statements

(unaudited)



2.

Summary of Significant Accounting Policies (continued)


g)

Oil and Gas Accounting


The Company utilizes the full-cost method of accounting for petroleum and natural gas properties.  Under this method, the Company capitalizes all costs associated with acquisition, exploration, and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling of productive and non-productive wells into the full cost pool on a country-by-country basis. When the Company obtains proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such determination is made, the Company assesses annually whether impairment has occurred, and includes in the amortization base drilling exploratory dry holes associated with unproved properties.


The Company applies a ceiling test to the capitalized cost in the full cost pool. The ceiling test limits such cost to the estimated present value, using a ten percent discount rate, of the future net revenue from proved reserves based on current economic and operating conditions. Specifically, the Company computes the ceiling test so that capitalized cost, less accumulated depletion and related deferred income tax, do not exceed an amount (the ceiling) equal to the sum of: The present value of estimated future net revenue computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current cost) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus the cost of property not being amortized; plus the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less income tax effects related to differences between the book and tax basis of the property. For unproven properties, the Company excludes from capitalized costs subject to depletion, all costs directly associated with the acquisition and evaluation of the unproved property until it is determined whether or not proved reserves can be assigned to the property. Until such a determination is made, the Company assesses the property at least annually to ascertain whether impairment has occurred. In assessing impairment the Company considers factors such as historical experience and other data such as primary lease terms of the property, average holding periods of unproved property, and geographic and geologic data. The Company adds the amount of impairment assessed to the cost to be amortized subject to the ceiling test.


h)

Asset Retirement Obligations


The Company follows the provisions of ASC 410, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.  As at July 31, 2011, the Company did not have any asset retirement obligation.



8



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(A Exploration Stage Company)

Notes to the Financial Statements

(unaudited)




2.

Summary of Significant Accounting Policies (continued)


i)

Stock-based Compensation


The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.


j)

Recent Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements.


3.

Oil and Gas Property


The Company entered into a Joint Venture Contract and Operating Agreement dated April 30, 2010, with Patriot Financial Group, and acquired an working interest in the Washom II Lease Project, a three (3) well drilling project located on a 80 acres +/- lease in Rogers County, Oklahoma. The project is a drilling project with plans to produce the Bartlesville oil formation. On May 3, 2010, the Company made a payment of $10,000 to complete the purchase of our interest and received 1% of the working interest revenue generated by the project.


The Company agreed to pay its pro-rata share (based on 1% ownership) of the expense of the operation and maintenance of the wells in addition to the same  pro-rata share of any work-over operation required for the wells, such as service or replacement parts as needed.  A fee totaling Two Hundred ($200) per well, per month for basic operation and maintenance shall be levied among the Working Interest owners. The Company will be offered, on a first right of refusal basis, the opportunity to participate in any future wells drilled on said lease.

As at April 30, 2011, the Company was unable to obtain a valuation report on the property and is uncertain as to future continuance of the project. As such, all capitalized costs of the project have been impaired as at April 30, 2011.


4.

Note Payable


As at July 31, 2011, the Company owed $40,000 (April 30, 2011 - $nil) in a note payable to a non-related party.  The amount owing is unsecured, due interest at 10% per annum, and due on demand.  


5.

Related Party Transactions


a)

As at July 31, 2011, the Company owed $16,070 (April 30, 2011 - $16,070) to the former President and Director of the Company for financing of day-to-day expenditures incurred on behalf of the Company.  The amounts owing are unsecured, non-interest bearing, and due on demand.


b)

As at July 31, 2011, the Company owed $5,355 (April 30, 2011 - $nil) to the President and Director of the Company for management fees and payment of day-to-day expenditures on behalf of the Company.  The amounts owing are unsecured, non-interest bearing, and due on demand.



9



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(A Exploration Stage Company)

Notes to the Financial Statements

(unaudited)




6.

Common Shares


On June 16, 2011, the Company and Board of Directors approved an increase in the authorized number of common shares from 75,000,000 shares to 400,000,000 shares and preferred shares totalling 50,000,000 authorized shares.  In addition, the Company authorized a 100-to-1 forward split of its existing common shares which increased the issued and outstanding common shares from 3,470,000 shares to 347,000,000 common shares.  The effects of the forward split have been applied on a retroactive basis to the Company’s date of inception.    


On August 8, 2011, the Company and its Board of Directors authorized the increase in the authorized number of common shares from 400,000,000 shares to 750,000,000 common shares and authorized a 2-for-1 forward split of its common shares. The effective of the forward stock split increased the number of issued and outstanding common shares from 347,000,000 to 694,000,000 as of July 31, 2011


7.

Subsequent Events


a)

On August 2, 2011, the Company entered into an option agreement for a 100% working interest in sixteen properties located in Esmeralda County, Nevada (the “North Spring Properties”) in exchange for 1,000,000 common shares.  As part of the agreement, the Company will pay a net smelter return of 2%, and commitment to pay lease and exploration expenditures as follows:


 

Lease

Payments

$

 

Exploration

Expenditures

$

 

 

 

 

Within 10 days of agreement

9,000

 

First anniversary of agreement

12,000

 

10,000

Second anniversary of agreement

15,000

 

25,000

Third anniversary of agreement

25,000

 

50,000

Fourth anniversary of agreement

30,000

 

100,000

Fifth anniversary of agreement

50,000

 

250,000

Thereafter

50,000

 


The agreement is for a period of ten years, with five one-year renewable options at the option of the Company.  The Company can also purchase the property for $400,000, subject to a royalty reserved by the property owners.  


b)

On August 8, 2011, the Company and its Board of Directors authorized the increase in the authorized number of common shares from 400,000,000 shares to 750,000,000 common shares and authorized a 2-for-1 forward split of its common shares.  The effective of the forward stock split increased the number of issued and outstanding common shares from 348,000,000 shares to 696,000,000 shares, and have been applied on a retroactive basis.  




10





ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION


FORWARD-LOOKING STATEMENTS


This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.


RESULTS OF OPERATIONS


Working Capital


  

July 31,

2011

$

April 30,

2011

$

Current Assets

37,014

-

Current Liabilities

78,354

16,070

Working Capital (Deficit)

(41,340)

(16,070)


Cash Flows


  

Three months ended July 31,

2011

$

Three months ended July 31,

2010

$

Cash Flows from (used in) Operating Activities

(4,280)

(5,288)

Cash Flows from (used in) Investing Activities

-

(10,000)

Cash Flows from (used in) Financing Activities

40,000

10,162

Net Increase (decrease) in Cash During Period

35,720

(5,126)


Operating Revenues


From the Company’s inception on May 22, 2009 to July 31, 2011, the Company did not earn any operating revenues.  


Operating Expenses and Net Loss


During the three months ended July 31, 2011, the Company incurred operating expenses of $25,177 compared with $5,288 for the three months ended July 31, 2010.  The increase in operating expenses was attributed to an increase in professional fees of $11,500 relating to legal expenses incurred with respect to changes in management and due diligence with respect to acquisition of mineral properties that occurred subsequent to the period end.  The Company also incurred management fees of $4,500 to the President and Director of the Company and had an increase of $3,443 in general and administrative expense.  


For the three months ended July 31, 2011, the Company incurred a net loss of $25,270 compared to a net loss of $5,288 for the three months ended July 31, 2010.  In addition to operating expenses, the Company also recorded interest expense of $93 during the three months ended July 31, 2011 relating to interest from the $40,000 note payable received in July 2011 which is unsecured, bears interest at 10% per annum, and is due on demand.




11






Liquidity and Capital Resources


At July 31, 2011, the Company had cash of $35,720 and total assets of $37,014 compared with $nil at April 30, 2011.  The increase in cash and total assets was attributed to the receipt of $40,000 from the note payable in July 2011.  


At July 31, 2011, the Company had total liabilities of $78,354 compared with $16,070 at April 30, 2011.  The increase in liabilities was attributed to an increase of $16,929 in accounts payable and accrued liabilities from amounts owing for professional fees, an increase of $5,355 of amounts owing to related parties relating to $4,500 of management fees and $855 of out-of-pocket expenses incurred by the President and Director of the Company, and $40,000 relating to the issuance of the note payable.  


The Company had a working capital deficit of $41,340 at July 31, 2011 compared with $16,070 at April 30, 2011.  The increase in working capital deficit is due to increases in day-to-day operating expenses.


Cashflow from Operating Activities


During the period ended July 31, 2011, the Company used $4,280 of cash for operating activities compared with $5,288 of cash for operating activities during the period ended July 31, 2010.  Overall, cash flow used in operating activities was consistent with prior year and the slight decline was due to the fact that the Company did not repay outstanding obligations incurred during the period.  


Cashflow from Investing Activities


During the period ended July 31, 2011, the Company did not have any investing activities compared with the period ended July 31, 2010 where the Company incurred $10,000 for acquisition of a working interest in and oil and gas project.   


Cashflow from Financing Activities


During the period ended July 31, 2011, the Company received $40,000 in financing activities attributed to proceeds received from the issuance of a note payable, compared with $10,162 received during the period ended July 31, 2010 attributed to amounts from related parties.  

 

Quarterly Developments


On June 21, 2011, the Company filed Amended and Restated Articles of Incorporation (the “Amendment”) with the Nevada Secretary of State. As a result of the Amendment, the Company has, among other things: (i) changed its name to “North Springs Resources Corp.”; and (ii) increased the aggregate number of authorized shares to 450,000,000 shares, consisting of 400,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of Preferred Stock, par value $0.001 per share, of which 25,000,000 shall be designated as Series A Preferred Stock.  On July 7, 2011, in connection with the Company’s name change, its stock symbol changed from “ARMP.OB” to “NSRS.OB.”


Subsequent Developments


On August 2, 2011, the Company entered into the North Springs Property Exploration and Mining Lease and Option to Purchase Agreement (the “Agreement”) by and among Mountain Gold Claims, LLC. Series 15, (“Mountain Gold”) and Lane A. Griffin (“Griffin”) (collectively, the “Owner”), whereby the Owner shall lease to the Company (the “Lease”) the right to conduct mineral exploration activities on and in 16 unpatented mining claims collectively known as the North Springs Property (the “Property”), for a term of 10 years (the “Term”), renewable for 5 additional extension terms of 1 year each, with the option to purchase the Property for $400,000, subject to a royalty reserved to the Owner.  As consideration, the Company shall: (i) issue 500,000 shares of common stock each to Mountain Gold and to Griffin, for an aggregate of 1,000,000 shares, within 10 days of the date of this Agreement; (ii) pay applicable federal, state and county annual mining claim maintenance fees to maintain the Property in good standing; (iii) pay a production royalty to Owner equal to 2% of the net smelter returns, per the terms of the Agreement; (iv) pay to Owner lease payments, with 50% of the payments to Mountain Gold and the other 50% to Griffin; and (v) incur work expenditures on or with respect to the Property during the Term.


On August 8, 2011, the Company filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada. As a result of the Certificate of Change, the Company has, among other things, increased the number of authorized shares of common stock of the Company from four hundred million (400,000,000), par value $ 0.001, to seven hundred fifty million (750,000,000), par value $0.001.



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Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


Off-Balance Sheet Arrangements


We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.


Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.


Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.


Recently Issued Accounting Pronouncements


In March 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-11 (“ASU No. 2010-11”), “Derivatives and Hedging (ASC Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company’s adoption of provisions of ASU No. 2010-11 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In February 2010, the FASB issued ASU 2010-10 (“ASU No. 2010-10”), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU No. 2010-10 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In February 2010, the FASB issued ASU 2010-09 (“ASU No. 2010-09”), “Subsequent Events (ASC Topic 855): Amendments to Certain Recognition and Disclosure Requirements.”  ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The Company’s adoption of provisions of ASU No. 2010-09 did not have a material effect on the financial position, results of operations or cash flows of the Company.



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In January 2010, the FASB issued ASU 2010-06 (“ASU No. 2010-06”), “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The Company’s adoption of provisions of ASU No. 2010-06 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In January 2010, the FASB issued an amendment to ASC Topic 505, “Equity”, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The Company’s adoption of the amendment to ASC Topic 505 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In January 2010, the FASB issued an amendment to ASC Topic 820, “Fair Value Measurements and Disclosure”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The Company’s adoption of the amendment to ASC Topic 820 did not have a material effect on the financial position, results of operations or cash flows of the Company.


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 4. 

CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").


Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of July 31, 2011.


Changes in Internal Control over Financial Reporting


There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




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PART II - OTHER INFORMATION


ITEM 1. 

LEGAL PROCEEDINGS


We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


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 2. 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


1.            Quarterly Issuances:


During the quarter, we did not issue any unregistered securities other than as previously disclosed.


2.            Subsequent Issuances:


On August 2, 2011, the Company entered into the North Springs Property Exploration and Mining Lease and Option to Purchase Agreement (the “Agreement”) by and among Mountain Gold Claims, LLC. Series 15, (“Mountain Gold”) and Lane A. Griffin (“Griffin”) (collectively, the “Owner”), whereby the Owner shall lease to the Company (the “Lease”) the right to conduct mineral exploration activities on and in 16 unpatented mining claims collectively known as the North Springs Property (the “Property”), for a term of 10 years (the “Term”), renewable for 5 additional extension terms of 1 year each, with the option to purchase the Property for $400,000, subject to a royalty reserved to the Owner.  As consideration, the Company shall: (i) issue 500,000 shares of common stock each to Mountain Gold and to Griffin, for an aggregate of 1,000,000 shares, within 10 days of the date of this Agreement; (ii) pay applicable federal, state and county annual mining claim maintenance fees to maintain the Property in good standing; (iii) pay a production royalty to Owner equal to 2% of the net smelter returns, per the terms of the Agreement; (iv) pay to Owner lease payments, with 50% of the payments to Mountain Gold and the other 50% to Griffin; and (v) incur work expenditures on or with respect to the Property during the Term.


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4.  

[REMOVED AND RESERVED]


ITEM 5.

OTHER INFORMATION


On June 16, 2011, the Board of Directors of the Company authorized a forward split (the “Forward Split”) of its issued and outstanding common shares, whereby every one (1) old share of common stock was exchanged for one hundred (100) new shares of the Company's common stock. As a result, the issued and outstanding shares of common stock increased from 3,470,000 prior to the Forward Split to 347,000,000 following the Forward Split.  FINRA confirmed approval of the Forward Split, payable as a dividend to shareholders, and the Forward Split became effective on July 7, 2011. The Forward Split shares are payable upon surrender of certificates to the Company's transfer agent.


On August 3, 2011, the Board of Directors of the Company authorized a forward split (the “Forward Split”) of its issued and authorized common shares, whereby every one (1) old share of common stock will be exchanged for two (2) new shares of the Company's common stock. As a result, once the Forward Split is declared effective by the Financial Industry Regulatory Authority, the issued and outstanding shares of common stock will increase from  three hundred forty eight million (348,000,000) shares prior to the Forward Split to six hundred ninety six million (696,000,000) shares following the Forward Split.  The Forward Split shares are payable upon surrender of certificates to the Company's transfer agent.



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ITEM 6.

EXHIBITS


Exhibit Number

Description

Filed

3.01

Articles of Incorporation

Filed with the SEC on June 1, 2010 as part of our Registration Statement on Form S-1.

3.01(a)

Amended and Restated Articles of Incorporation

Filed with the SEC on July 21, 2011 as part of our Current Report on Form 8-K.

3.01(b)

Certificate of Change

Filed with the SEC on August 15, 2011 as part of our Current Report on Form 8-K.

3.02

Bylaws

Filed with the SEC on June 1, 2010 as part of our Registration Statement on Form S-1.

10.01

Joint Venture Contract and Operating Agreement between the Company and Patriot Financial Group dated April 30, 2010

Filed with the SEC on July 29, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.02

Letter Agreement between the Company and Danil Shpeyzer dated August 18, 2010

Filed with the SEC on August 20, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.03

North Springs Property Exploration and Mining Lease and Option to Purchase Agreement by and among the Company, Mountain Gold Claims, LLC. Series 15, and Lane A. Griffin dated August 2, 2011

Filed with the SEC on August 9, 2011 as part of our Current Report on Form 8-K.

10.04

Promissory Note to Kazuo Holdings, Inc. dated August 1, 2011

Filed with the SEC on August 15, 2011 as part of our Current Report on Form 8-K.

10.05

Promissory Note to Kazuo Holdings, Inc. dated September 7, 2011

Filed with the SEC on September 13, 2011 as part of our Current Report on Form 8-K.

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

101.INS*

XBRL Instance Document

To be filed by Amendment.

101.SCH*

XBRL Taxonomy Extension Schema Document

To be filed by Amendment.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

To be filed by Amendment.

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

To be filed by Amendment.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

To be filed by Amendment.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

To be filed by Amendment.


*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.




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SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



 

 

 

  

  


NORTH SPRINGS RESOURCES CORP.

 

 

  

Dated:     September 14, 2011

 

/s/ Harry Lappa   

  

  

Harry Lappa

  

  

Its:  Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer

 

 

 


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

  

Dated:     September 14, 2011

/s/ Harry Lappa

  

By:  Harry Lappa

Its:  Director

 

 

 

 




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