UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☑          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012

OR

☐           TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number333-148546

NSU RESOURCES INC F/K/A BIO-CARBON SOLUTIONS INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Nevada	20-8248213
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
500 Gran Street, Sault Ste Marie, On P6A 5K9   (Address of principal executive offices, including zip code.)   (705) 253-0339 x 25
(Registrant’s telephone number, including area code)

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☑   No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company.  See the definitions of “large accelerated filed,” “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐     (Do not check if a smaller reporting Company)	Smaller reporting Company ☑

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act.  Yes ☐  No ☑

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 

As of May 23, 2012, the issuer had 156,311,111 shares of common stock outstanding.

 

FORWARD-LOOKING STATEMENTS

This Form 10-Q for the quarterly period ended March 31, 2012 contains forward-looking statements that involve risks and uncertainties.  Forward-looking statements in this document include, among others, statements regarding our capital needs, business plans and expectations.  Such forward-looking statements involve assumptions, risks and uncertainties regarding, among others, the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues, our business model and products and other factors.  Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology.  In evaluating these statements, you should consider various factors, including the assumptions, risks and uncertainties set forth in reports and other documents we have filed with or furnished to the SEC.  These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this document.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.  The forward-looking statements in this document are made as of the date of this document and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

 

TABLE OF CONTENTS

 

FORM 10-Q

 

QUARTER ENDED MARCH 31, 2012

 

PART I

 

FINANCIAL INFORMATION

 

 

Item 1. Financial Statements (Unaudited)		Page
	Balance Sheets as of March 31, 2012 and December 31, 2011	4
	Statements of Operations for the three months ended March 31, 2012 and 2011 and the period of January 17, 2007 (Inception) to March 31, 2012	5
	Statements of Cash Flows for the three months ended March 31, 2012 and 2011 and the period of January 17, 2007 (Inception) to March 31, 2012	6
	Selected notes to financial statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3. Quantitative and Qualitative Disclosures About Market Risk12
Item 4. Controls and Procedures 12

 

 

 

Item 1: Financial Statements

NSU RESOURCES INC
(formerly BIO-CARBON SOLUTIONS INTERNATIONAL, INC.)
(A Development Stage Company)
Balance Sheets
		March 31, 2012			December 31, 2011
		(Unaudited)
ASSETS
Current assets
	Prepaid expenses	$	17,000		$	17,000
Total current assets			17,000			17,000
	Land		10,000			10,000
Total assets		$	27,000		$	27,000
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
	Accounts payable and accrued liabilities	$	66,203		$	67,409
	Related party payables		7,613			12,424
	Wages payable		-			18,981
Total current liabilities			73,816			98,814
Stockholders' deficit
	Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued or outstanding		-			-
	Common stock, $0.001 par value; 275,000,000 shares authorized; 156,311,111 and 154,811,111 issued and outstanding at March 31, 2012 and December 31, 2011		156,311			154,811
	Additional paid in capital		2,228,990			2,210,490
	Other comprehensive income		24			24
	Deficit accumulated during the development stage		(2,432,141)			(2,437,139)
Total stockholders' deficit			(46,816)			(71,814)
Total liabilities and stockholders' deficit		$	27,000		$	27,000
See accompanying notes to financial statements.

 

NSU RESOURCES INC
(formerly BIO-CARBON SOLUTIONS INTERNATIONAL, INC.)
(A Development Stage Company)
Statements of Operations (unaudited)
								For the period from January 17, 2007 (inception) to March 31, 2012
		Three months ended March 31,
		2012			2011
					(Restated)
Revenue		$	5,792		$	-		$	5,792
Operating expenses
	General and administrative		199			1,079			16,002
	Officer compensation		-			5,452			159,006
	Professional fees		595			32,582			117,932
Total operating expenses			794			39,113			292,940
Other income (expense)
	Other income		-			-			41
	Interest expense		-			-			(34)
	Impairment loss		-			-			(2,100,000)
Total other income (expense)			-			-			(2,099,993)
Net income (loss) applicable to common shareholders		$	4,998		$	(39,113)		$	(2,387,141)
Other comprehensive income
	Foreign currency translation adjustment		-			-			24
Total comprehensive income (loss)		$	4,998		$	(39,113)		$	(2,387,117)
Basic and diluted loss per common share		$	0.00		$	(0.00)
Weighted average shares outstanding			155,527,778			30,800,000
See accompanying notes to financial statements.

 

 

 

 

NSU RESOURCES INC
(formerly BIO-CARBON SOLUTIONS INTERNATIONAL, INC.)
(A Development Stage Company)
Statements of Cash Flows (unaudited)
			Three months ended March 31,						For the period from January 17, 2007 (inception) to March 31, 2012
			2012			2011
						(Restated)
Cash flows from operating activities
	Net income (loss)		$	4,998		$	(39,113)		$	(2,387,141)
	Adjustments to reconcile net income (loss) to net cash used in operating activities
		Impairment loss		-			-			2,100,000
		Common stock issued for services		18,981						158,981
	Changes in operating assets and liabilities
		Accounts payable and accrued liabilities		(1,206)			30,303			66,203
		Wages payable		(18,981)			5,452			-
Net cash provided by(used in) operating activities				3,792			(3,358)			(61,957)
Net cash used in investing activities				-			-			-
Cash flows from financing activities
		Proceeds from related party loans		2,000			3,358			21,415
		Repayments of related party loans		(5,792)						(5,792)
		Contributed capital		-			-			10,010
		Proceeds from sale of stock		-			-			36,500
		Payment on cancelled shares		-			-			(200)
Net cash provided by financing activities				(3,792)			3,358			61,933
		Effect of exchange rate on cash		-			-			24
		(Decrease) increase in cash		-			-			-
		Cash at beginning of period		-			-			-
		Cash at end of period	$	-		$	-		$	-
Non-Cash Investing Activities
		Common stock issued for settlement of related party loan and wages payable	$	20,000		$	72,247		$	166,991
		Common stock issued for prepaid expense	$	-		$	15,000		$	17,000
		Common stock issued for purchase of intangible asset	$	-		$	-		$	2,100,000
		Common stock issued for land acquisition	$	-		$	-		$	10,000
See accompanying notes to financial statements.

NSU RESOURCES INC

(formerly BIO-CARBON SOLUTIONS INTERNATIONAL, INC.)

Notes to Financial Statements

March 31, 2012 and 2011

1. Basis of Presentation

The accompanying unaudited interim financial statements of NSU Resources Inc f/k/a/ Bio-Carbon Solutions International Inc, collectively referred to herein as “NSU Resources Inc” “NSU”, or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements for the period ended December 31, 2011 and notes thereto contained in the Company’s Form 10-K filed with the SEC on April 16, 2012. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2011 as reported in the form 10-K have been omitted.

 

 

2. Going Concern

Although planned principal activities have begun, and NSU Resources has generated revenues of $5,792 to March 31, 2012. The Company had an accumulated deficit of $2,432,141. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Continuation of Bio-Carbon Solutions International Inc.’s existence depends upon its ability to obtain additional capital. Management’s plans in regards to this matter including raising additional equity financing in 2011 and borrowing funds under a private credit facility and/or other credit sources. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. During the reporting period, the Company has made contacts with various clients for the purpose of generating carbon assets. Also the company has been servicing its current engagement contracts with Sierra Gold Corporation and with companies in Ontario. As financial rewards from these contracts are based on success fees, no receivable has been generated from the execution of these contracts.  Management has engaged in discussed for private placements and loans to support the operations of the company. The global recession and uncertainty on the stock markets has hampered the development of carbon projects forcing the company to seek the co-development of carbon opportunities with other activities that may generate revenues. Emphasis has been toward marrying carbon and mining, construction and energy efficient housing development opportunities.

 

3. Significant Accounting Policies

 

Use of Estimates

 

The preparation of financial statements, in conformity with generally accepted accounting principles in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets,liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

 

Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

 

Prior Period Conformity

 

The Company has reclassified balances in the prior period financial statements for conformity with the current period for comparison purposes.

 

 

 

 

 

 

 

 

 

NSU RESOURCES INC

(formerly BIO-CARBON SOLUTIONS INTERNATIONAL, INC.)

Notes to Financial Statements

March 31, 2012 and 2011

 

3.

Significant Accounting Policies (continued)

 

Income Taxes

 

The Company accounts for income taxes under the asset and liability method,where deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

At March 31, 2012, there were no uncertain tax positions that require accrual.

 

Net Income (Loss) Per Share

 

Basic loss per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss,by the weighted average number of shares of common stock outstanding for the period.

 

Because the Company offered no option or other convertible debt instrument issued, as of March 31, 2012 and 2011, basic and diluted loss per share was the same as there were no outstanding instruments having a dilutive effect.

 

Recently Issued Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that area adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

 

 

4.

Related Party Transactions

 

No salaries were paid to directors or executives during the three months ended March 31, 2012.

 

From inception to March 31, 2012, the Company received loans from a related party totaling $15,623to fund operations. These loans are non-interest bearing, due on demand and as such is included in current liabilities. Imputed interest as been considered but was determined to be immaterial to the financial statements as a whole.

 

On February 22, 2012 the company issued 1,500,000 Rule 144 common shares to Mr John Wilkes in compensation for a past debt of $913 made on behalf of the company and in compensation for outstanding contract wages while acting as a CEO and director of the corporation from October 28, 2010 to January 25, 2011 for an unpaid balance of $20,000.

 

In January 2012 the Company has generated a receivable of $5,792 from one of its clients. This receivable has been assigned to GSN Dreamworks, a company owed by the CEO of the Company to cover past expenses made on behalf of the company.

 

On April 20, 2012 NSU Resources Inc (the “Company”) entered into a sales agreement with Great Rock Development Corporation for the sale of Gold mineral rights of the Shatter Lake and Byers Brook claims of the Cobequid County of Nova Scotia, Canada in exchange for 75,000,000 common shares of Great Rock Development Corporation of which Luc C Duchesne is a member of the Board of Directors.

 

 

 

NSU RESOURCES INC

(formerly BIO-CARBON SOLUTIONS INTERNATIONAL, INC.)

Notes to Financial Statements

March 31, 2012 and 2011

 

5.

Stockholders’ Equity: Common and Preferred Stock

 

The authorized capital stock of our Company consists of 275,000,000 shares of common stock, par value $0.001 per share, of which there are currently 156,311,111issued and outstanding. The Company is also authorized to issue up to 5,000,000 shares of preferred stock, par value $0.001 per share, all of which have been designated and issued as Class A Preferred Shares. There are no preferred shares issued or outstanding.

 

6.

Technology Licenses

 

On January 14, 2011, the Company entered into a License Agreement with 1776729 Ontario Corporation (the “1776729 License”), a privately owned corporation registered under the Laws of Ontario. Pursuant to the 1776729 License, the Company was granted an exclusive, non-transferable, and irrevocable right to develop and commercialize certain intellectual property that will be used in developing carbon credits from forested lands. The intellectual property consists of knowledge pertaining to the registration of carbon offsets or carbon credits from the biological carbon pools contained in ecosystems (mainly forest ecosystems). Carbon pools can then be conveyed into a new form of security, termed carbon credits, which are bought by carbon emitters who are compelled to reduce their carbon emissions through legislation, or carbon emitters who may voluntarily engage in carbon trading for the purpose of increasing their environmental stewardship or for publicity purposes. Under the 1776729 License the Company must pay a royalty of 6 % of its gross annual sales to 1776729. In addition, the Company has agreed to pre-pay the royalty on the first $15,000 of revenue to be earned under the 1776729 License, which will be paid by the issuance of 4,000,000 of the Company’s Common Stock to 1776729 Ontario Corporation This permitted the Company to further advance business activities by providing carbon development services as well as carbon development of its own projects under plans in addition to carbon accounting services (see Section 2.02). 1776729 Ontario Corporation is owned fully by Dr Luc C Duchesne, who was then appointed CEO and Director of the Company on January 14, 2011. This transaction was spearheaded by Mr. John Wilkes who occupied the role of CEO of the Company. There was no additional compensation to Mr. Wilkes nor were there third parties involved. Moreover, this transaction also builds on a previous acquisition from Lacey Holdings, which took place on November 4, 2011.

 

 

7.

Subsequent Events

 

On April 20, 2012 NSU Resources Inc (the “Company”) entered into a sales agreement with Great Rock Development Corporation for the sale of Gold mineral rights of the Shatter Lake and Byers Brook claims of the Cobequid County of Nova Scotia, Canada in exchange for 75,000,000 common shares of Great Rock Development Corporation.

8.

Restatement

 

The Company has restated its statement of operations and statement of cash flows for the three months ended March 31, 2011 after reversing previously recorded compensation for our CEO. This had the following impact on the financial statements:

		Originally Reported			Restated			Change
Balance Sheet
	Accounts payable	$	72,539		$	47,539		$	(25,000)
	Accumulated deficit		(2,434,294)			(2,409,294)			25,000
Statement of Operations
	Professional fees		57,582			32,582			(25,000)
	Net loss		(64,113)			(39,113)			25,000
Statement of Cash Flows
	Cash used in operating activities		(3,358)			(3,358)			-
	Cash provided by investing activities		-			-			-
	Cash provided by financing activities		3,358			3,358			-

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operation.Shareholders’ Equity

 

Plan of Operations

NSU Resources, Inc. is a mineral exploration and carbon development company. Our mission is to become a vertically integrated provider of Rare Earth Elements using carbon solutions. We are targeting growth from the acquisition of mineral and carbon rights worldwide.

 

Our strategic growth plan:

 

- Develop proven NI 43-101 compliant ore inventories from high quality properties with potential for providing topside ore of good quality, have access to cost-effective energy sources, and easy access to qualified labor;

- Develop and/or secure tenure on novel cost-effective and environmentally friendly methodologies for the extraction and purification of Rare Earth Elements;

- Develop B2B relationships with users of Rare Earth Elements metals through the Company's extensive contacts in the renewable energy industry;

- Apply the company's technologies to ore extracted from other mining complexes;

- Use cash flow from the sales of products to further develop the company's own mining projects; and,

- Create carbon neutral solutions to the mining and renewable energy supply chain.

 

From Q1-2012 to Q4-2013 NSU Resources, Inc will pursue expansion in the form of various acquisitions that are pertinent to its strategic vision for aggressive growth. Specific deliverables include and are not limited to:

 

1. The creation of a business plan for the exploitation of Rare Earth Elements from its 4,200 acres of rare earth claims in the Cobequid Fault Area of Nova Scotia, Canada. Said claims are adjacent to or in the vicinity of claims or exploration projects by other mineral exploration companies in the Cobequid Highlands. Reports of the occurrence of Rare Earth Elements have been made with the Nova Scotia Ministry of Natural Resources by exploration companies in the vicinity. Rare Earth Elements are experiencing rapidly increasing demand for use in green technologies from consumer electronics, electric and hybrid vehicles and power storage for alternative energy sources such as wind and solar. For example the emergence of third generation solar cells with multispectral capabilities and with >40% efficiencies will create significant growth possibilities for the industry. Companies with Rare Earth Elements are re-emerging as a strategic investment opportunity. The first wave started in early 2010 when China began rationing its export of Rare Earth Elements, which led to the emergence of junior miners in the Rare Earths Elements industry.

 

2. The completion and proving of its technology for the extraction of rare earth minerals using a combination of methodologies that were first developed for the purification of rare chemicals from living tissues. The most exciting aspect on the discovery of Rare Earth Ore minerals in the Cobiquid fault area is the ratio between Heavy Rare Earth Ores (HREO) to the Light Rare Earth Ores (LREO). This is especially significant considering the much greater market value of HREO as compared to LREO. In almost all analyses of the closely related site of Debert Lake the ratio was near or greater than 50% (From Sears 2011). The high levels of HREO over LREO suggests that that a mining venture might be economically feasible, provided the costs of ore extraction are in line with the costs of competing mines. The company plans to adapt, prove and patent its unique rare earth extraction process for the ores specifically found in the Cobequid Highlands of Nova Scotia.

 

3. The demonstration of carbon neutral approaches for the mining sector despite the current lackluster interest in carbon trading schemes, there is still regional interest in Cap and Trade, for example through the Western Climate Initiative. This will permit to augment the yield from Rare Earth Element extraction projects and other mining projects.

 

The company was initiated as a provider of carbon offset development solutions (accounting, measuring, reporting, verification and registration) to:

·

Companies with the need to model, monitor and report their carbon footprints;

·

Its own carbon offset development projects—the company targets developing 1,000,000 hectares from 2011-2016; As a part of this undertaking the company acquired the mineral rights to 4200 acres of forested lands in the Cobequid Highlands of Colchester County, Nova Scotia in which rare earth elements have been reported.

·

Companies that emit greenhouse gases and are seeking cost-effective carbon offsets—see below the extensive lists of potential greenhouse gases emitters that are subjected to reporting and cap-and-trade regulations; and,

·

Landowners in search of expertise to develop the carbon potential of their properties.

 

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. Our assets and business have not yet generated substantial or recurring revenues. 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 and possible cost overruns due to price and cost increases in services.

 

We will require additional financing to cover costs that we expect to incur over the next twelve months.  We believe that debt financing will not be an alternative for funding our operations as we do not have tangible assets to secure any debt financing.  We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or other securities.  However, we cannot provide any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations.  In the absence of such financing, we will not be able to continue and our business plan will fail.

 

Results of Operations

Revenues

We have generated $5792 from our operations during the three month period ended March 31, 2012 or during the period since January 17, 2007 (inception).

Expenses

We incurred general and administrative expenses of $199 and professional fees of $595 during the three months period ended March 31, 2012.  

 

 

Liquidity and Capital Resources

As at March 31, 2012, we had no cash.

Cash Used in Operating Activities

Net cash provided by operating activities was $3,792 for the three month period ended March 31, 2012 compared to $3,358 used for the same period in 2011. 

Cash from Financing Activities

We have funded our business to date primarily from loans from directors. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.  If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our operations and our business will fail.

Going Concern

We are a development stage Company.  In a development stage Company, management devotes most of its activities to developing a market for its products and services.  Planned principal activities have begun, clients have entered into material consulting agreements based on contingency fees which we believe will be generated 2012 from our current contracts and have generated revenues to March 31, 2012. During the reporting period, the Company has made contacts with various clients for the purpose of generating carbon assets. 

Future Financing

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

Off-Balance Sheet Arrangements

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

Lawsuits

To management’s knowledge there is no pending, or threatened lawsuit against the Company

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information required by this item.

Item 4.  Controls and Procedures.

 

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer (as our chief executive officer and chief financial officer), to allow timely decisions regarding required disclosures.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  As of the end of the period covered by this report, and under the supervision and with the participation of management, including our Chief Executive Officer, who is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, conducted an evaluation of the effectiveness of the design and operation of these disclosure controls and procedures.  Based on this evaluation and subject to the foregoing, our Chief Executive Officer concluded that these controls are effective considering the level and nature of the Company’s operations and the number and types of transactions concluded by the Company.

Changes in Internal Control Over Financial Reporting

During the period covered by this report control and management of the Company was transformed and Bio-Carbon began operating as an active business (rather than a shell company). As such, there were significant changes in our internal controls during the period. For example, for the time being and until the operations of Bio-Carbon make this impractical all financial transactions involving the Company, including all payments and all agreed upon incurrances of liabilities, require a signature from, or other approval from, the CEO or CFO of Bio-Carbon. Notwithstanding these changes, as Bio-Carbon was previously a shell company owned and managed by one person, management has no reason to believe that the internal controls in place at that time were insufficient. Furthermore, management believes that until the operations of the Company progress to the point where tight control impedes smooth operations, it will be appropriate and sufficient (from the perspective of internal controls over financial reporting) if approval of the CEO and CFO is required for transactions that are or are reasonably likely to require disclosure in the financial statements.

 

 

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

We are not presently a party to any legal proceedings and, to our knowledge, no such proceedings are threatened or pending.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

 

On February 22, 2012 the company issued 1,500,000 Rule 144 common shares to Mr John Wilkes in compensation for a past debt of $913 made on behalf of the company and in compensation for outstanding contract wages while acting as a CEO and director of the corporation from October 28, 2010 to January 25, 2011 for total consideration of $20,000.

None of these share issuances involved underwriters, and all were made in reliance on Rule 506 under the Securities Act of 1933, as amended.

Description of Registrant’s Securities to be Registered

The authorized capital stock of our Company consists of 275,000,000 shares of common stock, par value $0.001 per share, of which there are currently issued and outstanding, and156,311,111shares of preferred stock, excluding the transactions listed under Item 2.

All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the sole director out of funds legally available. In the event of liquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

Item 3.  Defaults Upon Senior Securities.

None.

 

Item 4.  Submission of Matters to a Vote of Security Holders.

 

 

None

 

Item 5.  Other Information.

None.

Item 6.  Exhibits.

The following exhibits are attached hereto:

Exhibit No.	Description of Exhibit
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended, filed herewith.
31.2	Certification of Principal Accounting Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended, filed herewith.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

 

 

 

 

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.

 

NSU Resources Inc.

By: /s/ Luc C. Duchesne
Luc C. Duchesne
Chief Executive Officer
(Principal Executive Officer and
Principal Financial Officer)

 

May 29, 2012