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EXCEL - IDEA: XBRL DOCUMENT - UCP HOLDINGS, INC. | Financial_Report.xls |
EX-32.1 - CERTIFICATION - UCP HOLDINGS, INC. | pchn_10q29feb12x321.htm |
EX-31.1 - CERTIFICATION - UCP HOLDINGS, INC. | pchn_10q29feb12x311.htm |
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 February 29, 2012
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 333-111652
NORTHRIDGE VENTURES INC.
(Exact name of registrant as specified in its charter)
Nevada | 98-0449083 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification number) |
2325 Hurontario Street, Suite 204, Mississauga, Ontario | L5A 4K4 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number: (647) 918-4955
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant 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). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. 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 ¨ No x
As of April 13, 2012, the Issuer had 38,000,000 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
(Unaudited - Prepared by Management)
(Expressed in U.S. Dollars)
February 29, 2012 | May 31, 2011 | |||||||
ASSETS | ||||||||
Current | ||||||||
Cash | $ | 52,770 | $ | 350 | ||||
Prepaid expenses | — | 12,205 | ||||||
Total current assets | $ | 52,770 | $ | 12,555 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Liabilities | ||||||||
Current | ||||||||
Promissory note | $ | 2,514 | $ | 61,200 | ||||
Accounts payable and accrued liabilities | 25,037 | 7,270 | ||||||
Total current liabilities | 27,551 | 68,470 | ||||||
STOCKHOLDERS’ EQUITY (Deficiency) | ||||||||
Share capital | ||||||||
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; no shares issued | — | — | ||||||
Common stock, $0.0001 par value; 800,000,000 shares authorized; 14,000,000 shares issued | 1,400 | 1,400 | ||||||
Additional paid-in capital | 315,150 | 315,150 | ||||||
Share subscriptions received | 120,000 | — | ||||||
(Deficit) accumulated during the development stage | (411,331 | ) | (372,465 | ) | ||||
Total stockholders' equity (deficiency) | 25,219 | (55,915 | ) | |||||
Total liabilities and stockholders' equity | $ | 52,770 | $ | 12,555 |
The accompanying notes are an integral part of these financial statements.
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NORTHRIDGE VENTURES INC.
(A development stage company)
Statements of Operations
(Unaudited - Prepared by Management)
(Expressed in U.S. Dollars)
Cumulative | ||||||||||||||||||||
March 18, 2003 | ||||||||||||||||||||
(inception) to | Three months ended | Nine months ended | ||||||||||||||||||
February 29, 2012 | February 29, 2012 | February 28, 2011 | February 29, 2012 | February 28, 2011 | ||||||||||||||||
Revenue | $ | 77 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Expenses | ||||||||||||||||||||
Interest and bank charges | 16,702 | 1,006 | 2,734 | 6,453 | 4,656 | |||||||||||||||
Professional fees | 145,187 | 4,940 | 7,691 | 15,602 | 68,172 | |||||||||||||||
General and administrative expenses | 8,368 | — | (967 | ) | 439 | (1,001 | ) | |||||||||||||
Consulting | 149,294 | — | 21,000 | 12,205 | 45,763 | |||||||||||||||
Transfer agent | 8,250 | 163 | 152 | 548 | 558 | |||||||||||||||
Mineral license fees | 3,619 | — | — | 3,619 | 9,798 | |||||||||||||||
Website maintenance | 2,019 | — | — | — | — | |||||||||||||||
Impairment of mineral property | 9,798 | — | — | — | — | |||||||||||||||
Write off of Website Development Costs | 32,083 | — | — | — | — | |||||||||||||||
Amortization of Website Development Costs | 37,917 | — | — | — | — | |||||||||||||||
Total expenses | 413,160 | 6,109 | 30,610 | 38,866 | 127,946 | |||||||||||||||
Other Income (Loss) | ||||||||||||||||||||
Foreign exchange gain (loss) | 1,829 | — | — | — | — | |||||||||||||||
Net loss and comprehensive loss for the period | $ | (411,331 | ) | $ | (6,109 | ) | $ | (30,610 | ) | $ | (38,866 | ) | $ | (127,946 | ) | |||||
(Loss) per share | ||||||||||||||||||||
- basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) | ||||||||
Weighted average number of | ||||||||||||||||||||
common shares outstanding | ||||||||||||||||||||
- basic and diluted | 25,733,333 | 6,147,445 | 17,868,132 | 4,000,000 |
The accompanying notes are an integral part of these financial statements.
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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 | Nine months ended | |||||||||||
February 29, 2012 | February 29, 2012 | February 28, 2011 | ||||||||||
Cash flows from (used in) operating activities | ||||||||||||
(Loss) for the period | $ | (411,331 | ) | $ | (38,866 | ) | $ | (127,946 | ) | |||
Adjustment to reconcile (loss) to net cash used in operating activities: | ||||||||||||
- amortization of website development costs | 37,917 | — | — | |||||||||
- accrued interest expenses | 14 | (7,186 | ) | — | ||||||||
- write off of website development costs | 32,083 | — | — | |||||||||
- impairment of mineral property | 9,798 | — | — | |||||||||
Changes in assets and liabilities: | ||||||||||||
- (increase) decrease in prepaid expenses | — | 12,205 | 4,779 | |||||||||
- increase (decrease) in accounts payable and accrued liabilities | 25,037 | 17,767 | 62,683 | |||||||||
Net cash from (used in) operating activities | (306,482 | ) | (16,880 | ) | (60,484 | ) | ||||||
Cash flows (used in) investing activities | ||||||||||||
Acquisition of mining properties | (9,798 | ) | — | — | ||||||||
Website development costs | (70,000 | ) | — | — | ||||||||
Net cash from (used in) investing activities | (79,798 | ) | — | — | ||||||||
Cash flows from (used in) financing activities | ||||||||||||
Proceeds (payments) from issuance of promissory note | 2,500 | (51,500 | ) | — | ||||||||
Share subscriptions received | 120,000 | 120,000 | ||||||||||
Proceeds from issuance of common stock | 316,550 | — | 66,000 | |||||||||
Net cash flows from (used in) financing activities | 439,050 | 68,500 | 66,000 | |||||||||
Increase (decrease) in cash and cash equivalents | 52,770 | 52,420 | 5,516 | |||||||||
Cash and cash equivalents, beginning of period | — | 350 | — | |||||||||
Cash and cash equivalents, end of period | $ | 52,770 | $ | 52,770 | $ | 5,516 | ||||||
The accompanying notes are an integral part of these financial statements.
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NOTE 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. The Company was in the business of operating an internet portal featuring Chinese business. On May 13, 2010, the Company changed its name to Northridge Ventures Inc. The Company is considered an exploration 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.
Since its formation, the Company has not yet realized any revenues from its operations. Currently, the Company 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. 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 CAD$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.
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.
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.
NOTE 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 February 29, 2012 and May 31, 2011, 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.
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(c) | Advertising Expenses |
The Company expenses advertising costs as incurred. There was no advertising expenses incurred by the Company for the three and nine month periods ended February 29, 2012 and February 28, 2011.
(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 February 29, 2012, the Company had $Nil in a bank beyond insured limits (May 31, 2011: $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 Company values its financial instruments as required by ASC 320-12-65. The estimated fair value amounts have been determined by the Company using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.
The Company’s financial instruments primarily consist of cash and cash equivalents, accounts payable and accrued liabilities, and promissory notes.
As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at the respective reporting periods.
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(g) Fair Value of Financial Instruments (continued)
ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:
· | 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. |
Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.
Pursuant to ASC 820, the fair value of cash and cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying values of accounts payable and other payables and promissory notes approximate fair values due to their short maturities.
(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 and nine month periods ended February 29, 2012 and February 28, 2011.
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(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 and nine month periods ended February 29, 2012 and February 28, 2011.
(l) | Prepaid Expenses |
Certain expenses, primarily professional fees, have been prepaid and will be used within one year.
(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) Impairment of Long-Lived Assets
The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. An impairment loss is measured and recorded based on discounted estimated future cash flows. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups.
(o) Comparative figure
Certain comparative figures have been reclassified to conform to the presentation adopted in the current year.
(p) New 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 our financial position or results of operations.
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.
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Under Newfoundland law, our mineral licenses may be held for one year after the date of Issuance Date, and thereafter from year to year if, on or before the anniversary date, we perform assessment work on the underlying claims having a minimum value of not less than C$200 per claim in the first year, C$250 per claim in the second year, and C$300 per claim in the third year. If we are unable to complete the assessment work required to be done in any twelve month period, we can maintain our claims in good standing by posting a cash security deposit for the amount of the deficiency. When the deficient work is completed and accepted the security deposit will be refunded. Otherwise, the security deposit will be forfeited. If we do not comply with these maintenance requirements, then we will forfeit our claims at the end of the anniversary date for each respective claim. All of our claims are presently in good standing, which means that they are free and clear of all work and/or monetary holding requirements.
During the year ended May 31, 2011, the Company was operated with a working capital deficit, was unable to obtain the funding to carry out the technical report in its mineral claims, has no expertise in the exploration and mining sector and was unable to determine if commercially producible reserves of valuable minerals exist in the Company’s mineral property, which serve as the indicators of impairment on the Company’s mineral property. As the result of the above impairment assessment, the Company wrote off the carrying cost of mineral property interest of $9,798 during fiscal year 2011.
NOTE 4 – PROMISSORY NOTE
On October 8, 2010, the Company issued a promissory note to an unaffiliated third party for $54,000. The note was due and payable on October 8, 2011 and accrued interest at the rate of 20% per annum, calculated semi-annually, payable on the due date. The note was paid in full on January 18, 2012.
On January 20, 2012, the Company issued a promissory note to an unaffiliated third party for $2,500. The note carries interest at the rate of 5% per annum, calculated semi-annually, payable on demand.
NOTE 5 - PREFERRED AND COMMON STOCK
Common Stock
The Company is authorized to issue up to 800,000,000 shares of common stock, par value $0.0001 per share. Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.
As of February 29, 2012, the Company had a total of 14,000,000 shares of common stock outstanding.
On October 11, 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 private placement were $66,000.
In January 2012, the Company received fully paid subscriptions for 24,000,000 shares of common stock at $0.005 per share through a registered public offering. The gross proceeds of the public offering was $120,000. As at February 29, 2012, certificates for the offered shares have not yet been issued.
Preferred Stock
The Company is authorized to issue up to 200,000,000 shares of preferred stock, par value $0.0001 per share. No shares of preferred stock have been issued.
NOTE 6 – RELATED PARTY TRANSACTIONS
As at February 29, 2012, the Company owed to the son of the principal shareholder $9,054 (May 31, 2011: $1,287) for legal, filing, and mineral property license related expenses paid on behalf of the Company.
See Note 3 and 5.
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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 "Description of Business" and elsewhere in this annual report.
Our business is in the early stages of development. We have not generated revenue since the date of inception, but have suffered recurring losses and net cash outflows from operations. We expect to continue to incur substantial losses to implement our business plan until we obtain an interest in a property, find mineralized material, delineate an ore body, and begin profitably removing and selling minerals. We have no proven or probable mineral reserves, and there is no assurance that any mineral claims that we now have or may acquire in the future will contain commercially exploitable reserves of valuable minerals.
To date, our activities have been financed from the proceeds of share subscriptions and loans from management and non-affiliated third parties. 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.
No Operating History
We have only just changed our business to mineral exploration. We have no operations upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of properties we may secure, and possible cost overruns due to price and cost increases in services.
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 $6,109 for the three month period ended February 29, 2012, due to professional fees of $4,940, interest and bank charges of $1,006 and transfer agent costs of $163. This was a decrease from our operating loss of $30,610 for the same period in the previous fiscal year.
Professional fees during the period were charged for preparation of the Company’s securities filings and EDGAR filing services.
Liquidity and Capital Resources
As of February 29, 2012, we had total assets of $52,770, comprised entirely of cash. This is an increase from $12,555 in total assets as of May 31, 2011. The increase is entirely attributable to the receipts of the subscriptions of the Company’s public offering during the period.
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As of February 29, 2012, our total liabilities decreased to $27,551 from $68,470 as of May 31, 2011. This decrease primarily resulted from the payment of an outstanding loan on January 18, 2012, offset by an increase in accounts payable in respect of professional fees.
On March 18, 2011, we filed a registration statement on Form S-1, to offer to the public a minimum of 15,000,000 and a maximum of 24,000,000 shares of our common stock at $0.005 per share. The registration statement was declared effective on January 4, 2012. During the period we received fully paid subscriptions for all the offered shares, resulting in gross proceeds of $120,000. As at February 29, 2012, certificates for the offered shares have not yet been issued.
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 this quarterly report, being February 29, 2012, 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.
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Item 6. Exhibits
(a) | 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: April 13, 2012 | /s/ Caroline Rechia |
Caroline Rechia | |
President, Chief Executive Officer, | |
Chief Financial Officer and | |
Principal Accounting Officer |