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EX-32.1 - EXHIBIT 32.1 - WECONNECT Tech International, Inc.exhibit32-1.htm
EX-31.1 - EXHIBIT 31.1 - WECONNECT Tech International, Inc.exhibit31-1.htm

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

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2016

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to _____

COMMISSION FILE NUMBER 000-52879

CONTACT MINERALS CORP.
(Exact name of registrant as specified in its charter)

NEVADA 39-2060052
State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.)
   
595 Hornby Street, Suite 706  
Vancouver, British Columbia, Canada V6C 2E8
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (604) 629-1007

Securities registered under Section 12(b) of the Act: NONE.

Securities registered under Section 12(g) of the Act: Common Stock, $0.001 Par Value Per Share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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 (§229.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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 [ ] (Do not check if a smaller reporting company) Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [X] No [ ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $440,350 as of January 31, 2016, based on a price of $0.05, being the last price at which the registrant sold shares of its common stock prior to that date.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of October 24, 2016, the Registrant had 16,530,000 shares of common stock outstanding.



CONTACT MINERALS CORP.
 
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED JULY 31, 2016
 
TABLE OF CONTENTS

  PAGE
PART I 3
  ITEM 1. BUSINESS 3
  ITEM 1A. RISK FACTORS. 5
  ITEM 2. PROPERTIES 8
  ITEM 3. LEGAL PROCEEDINGS 8
  ITEM 4. MINE SAFETY DISCLOSURES 8
PART II 9
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 10
  ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  14
  ITEM 9A. CONTROLS AND PROCEDURES 14
  ITEM 9B. OTHER INFORMATION 15
PART III 16
  ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 16
  ITEM 11. EXECUTIVE COMPENSATION. 17
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 18
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND INDEPENDENCE. DIRECTOR 19
  ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. 20
PART IV 21
  ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. 21
SIGNATURES 22

2


PART I

Certain statements contained in this Annual Report constitute "forward-looking statements.” These statements, identified by words such as “plan,” "anticipate,” "believe,” "estimate,” "should,” "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption, "Part I - Item 1A. Risk Factors,” and elsewhere in this Annual Report.

Forward looking statements are based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable at the date the such statement are made.

We intend to discuss in our Quarterly Reports and Annual Reports any events or circumstances that occurred during the period to which such documents relate that are reasonably likely to cause actual events or circumstances to differ materially from those disclosed in this Annual Report. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on our business or the extent to which any factor, or combination of such factors, may cause actual results to differ materially from those contained in any forwarding looking statement.

We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934 (the "Exchange Act").

ITEM 1. BUSINESS.

General

We were incorporated under the laws of the State of Nevada on April 25, 2007.

We currently have no business operations or significant assets. We are an exploration stage company engaged in the acquisition and exploration of mineral properties. We plan to identify and acquire an interest in a mineral property. The acquisition of a mineral property will be dependent upon our possessing sufficient capital resources at the time to purchase such mineral property. We have not entered into any discussions, understandings, arrangements or other agreements, preliminary or otherwise, for acquiring any mineral property and/or funding arrangements for the purpose of acquiring a mineral property.

Competition

We are a company engaged in the acquisition and exploration of mineral properties. We compete with other mineral exploration and development companies for financing and for the acquisition of new mineral properties. Many of the mineral exploration and development companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact our ability to finance future mineral property acquisitions and the exploration of those properties.

The mineral exploration industry, in general, is intensively competitive and, even if commercial quantities of ore are discovered, a ready market may not exist for the sale of the ore. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital.

3


Compliance With Government Regulation

Our activities are subject to extensive regulation at all levels of government. There are a number of applicable rules that regulate the exploration and mining of mineral properties, and also the possible effects of such activities upon the environment. Future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the exploration and development of a mineral property, the extent of which cannot be predicted. In addition, we will also be subject to rules regulating the employment, occupational health and safety, accident investigation, work place conditions, protective equipment, training programs, and site supervision. Additional approvals and authorizations may be required from other government agencies, depending upon the nature and scope of the proposed exploration program.

Compliance With Environmental Regulations

We will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken on any mineral properties that we acquire. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings, our competitive position or on us in the event a potentially economic deposit is discovered.

If we enter the production phase of a mineral property, of which there is no assurance, the cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. The regulatory requirements that we will have to meet will likely include:

  (i)

Ensuring that any water discharge meets drinking water standards;

  (ii)

Dust generation will have to be minimal or otherwise re-mediated;

  (iii)

Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation;

  (iv)

All material to be left on the surface will need to be environmentally benign;

  (v)

Ground water will have to be monitored for any potential contaminants;

  (vi)

The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and

  (vii)

There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species.

Employees

Other than our executive officer, we have no employees as of the date of this Annual Report. We conduct our business largely through agreements with consultants and arms-length third parties.

Research And Development Expenditures

We have not incurred any research or development expenditures since our inception.

Patents And Trademarks

We do not own any patents or trademarks.

4



ITEM 1A. RISK FACTORS.

The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

If we do not obtain additional financing, our business will fail

As of July 31, 2016, we had cash in the amount of $534. We plan to identify and acquire an interest in a mineral property. Our ability to acquire a mineral property will be dependent upon obtaining additional financing. Obtaining additional financing would be subject to a number of factors, including the market prices for the mineral property and gold, silver, copper and iron. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. There are no assurances that we will be able to obtain additional financing on terms satisfactory to us.

Because of the speculative nature of exploration of mining properties, there is substantial risk that our business will fail.

We were incorporated on April 25, 2007 and, to date, have been involved primarily in organizational activities, and the acquisition of a mineral property, which has since lapsed. We have not earned any revenues as of the date of this report. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with acquiring a mineral property and the exploration of the an acquired mineral property. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. Assuming that we are able to acquire a mineral property, prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development and production of minerals from a claim, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

Even if we discover proven reserves of precious metals on a mineral property, we may not be able to successfully commence commercial production.

Assuming that we are able to acquire a mineral property, if an exploration program is successful in discovering proven reserves on a mineral property, we will require additional funds in order to place a mineral property into commercial production. The expenditures to be made by us in the exploration of a mineral property in all probability will be lost as it is an extremely remote possibility that the mineral claim will contain proven reserves. The funds required for commercial mineral production can range from several million to hundreds of millions. We currently do not have sufficient funds to place a mineral property into commercial production. Obtaining additional financing would be subject to a number of factors, including the market prices for gold, silver, copper and iron, and the costs of exploring for or mining these materials. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. Because we will need additional financing to fund our exploration activities, there is substantial doubt about our ability to continue as a going concern. At this time, there is a risk that we will not be able to obtain such financing as and when needed.

Because we anticipate that our operating expenses will increase prior to our earning revenues, we may never achieve profitability.

Assuming that we are able to acquire a mineral property, prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate revenues from the exploration of a mineral property, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.

5


Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards and risks normally incident to exploring for and developing mineral properties. As a result, we may become subject to liability for such hazards, including pollution, cave-ins, unusual or unexpected geological formations, environmental pollution, personal injuries, flooding, changes in technology or mining techniques, periodic interruptions, industrial accidents, and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no coverage to insure against these hazards and have no plans to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.

If we receive positive results from an exploration program and we decide to pursue commercial production, we may be subject to an environmental review process that may delay or prohibit commercial production.

Assuming that we are able to acquire a mineral property, if we enter the production phase, the cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. Examples of regulatory requirements include:

  (i)

Water discharge will have to meet drinking water standards;

  (ii)

Dust generation will have to be minimal or otherwise re-mediated;

  (iii)

Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation;

  (iv)

An assessment of all material to be left on the surface will need to be environmentally benign;

  (v)

Ground water will have to be monitored for any potential contaminants;

  (vi)

The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be remediated; and

  (vii)

There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species.

There is the possibility that we would not be able to proceed with commercial production upon completion of the environmental review process if government authorities did not approve our mine or if the costs of compliance with government regulation adversely affected the commercial viability of the proposed mine.

Because our sole executive officer does not have formal training specific to the technicalities of mineral exploration, there is a higher risk that our business will fail.

Kerry J. McCullagh, our sole executive officer, does not have any formal training as a geologist or in the technical aspects of management of a mineral exploration company. With no direct training in these areas, our management may not be fully aware of the specific technical requirements related to working within this industry. Although Mr. McCullagh has some extensive business experience with exploration companies, his decisions and choices may not take into account standard exploration or managerial approaches mineral exploration companies commonly use. Consequently, our operations and ultimate financial success could suffer irreparable harm due to management’s lack of technical know-how in this industry.

We are highly dependent on our senior management. The loss of our sole executive officer could hinder our ability to pursue our stated plan of operation and obtain debt or equity financing, if and when required.

We believe that our continued success depends to a significant extent upon the efforts and abilities of our senior management and in particular Kerry J. McCullagh, our executive officer and director. Mr. McCullagh has worked in the mining exploration industry for over 20 years. We believe that the loss of Mr. McCullagh's business and management experience could hinder our ability to pursue our stated plan of operation and obtain debt or equity financing, if and when required.

6


Because our sole executive officer has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, which may cause our business to fail.

Kerry J. McCullagh, our sole executive officer, is also a principal of Polar Capital Corp., now a private British Columbia consulting company providing management and administrative services to mining exploration companies. Because we are in the early stages of our business, Mr. McCullagh devotes approximately 10 hours per week to our affairs. If the demands of our business require the full business time of Mr. McCullagh, he is prepared to adjust his timetable to devote up to 20 hours a week. However, Mr. McCullagh may not be able to devote sufficient time to the management of our business, as and when needed. It is possible that the demands of Mr. McCullagh's other business interests will increase with the result that he would no longer be able to devote sufficient time to the management of our business. Competing demands on Mr. McCullagh's time may lead to a divergence between his interests and the interests of other shareholders.

Because our sole executive officer owns 42% of our outstanding common stock, investors may find that corporate decisions influenced by Mr. McCullagh are inconsistent with the best interests of other stockholders.

Kerry J. McCullagh, our sole executive officer, controls 42% of the issued and outstanding shares of our common stock. The interests of Mr. McCullagh may not be, at all times, the same as those of other shareholders. Since Mr. McCullagh is not simply a passive investor but is also our sole executive officer, his interests as an officer may, at times, be adverse to those of passive investors. Where those conflicts exist, our shareholders will be dependent upon Mr. McCullagh exercising, in a manner fair to all of our shareholders, his fiduciary duties as an officer or as a member of our board of directors. In addition, Mr. McCullagh will have the ability to significantly influence the outcome of most corporate actions requiring shareholder approval, including the merger of our company with or into another company, the sale of all or substantially all of our assets and amendments to our Articles of Incorporation. This concentration of ownership with Mr. McCullagh may also have the effect of delaying, deferring or preventing a change in control of Contact, which may be disadvantageous to minority shareholders.

Because our stock is a penny stock, shareholders will be more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.

Because our securities constitute “penny stocks” within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the trading price of our common stock is less than $5.00 per share, the common stock will be subject to rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

1.

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

   
2.

contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

   
3.

contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

   
4.

contains a toll-free telephone number for inquiries on disciplinary actions;

   
5.

defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

7



6.

contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

ITEM 2. PROPERTIES.

We maintain our corporate office at 595 Hornby Street, Suite 706, Vancouver, BC, Canada V6C 2E8. Our office space is currently provided to us free of charge by our sole executive officer and director. We recognize donated rent of $500 per month for the office space.

ITEM 3. LEGAL PROCEEDINGS.

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

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

8


PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock is quoted on OTC Markets Pink under the symbol “CNTM”. The high and the low prices for our shares for each quarter of our last two fiscal years of actual trading were:

Quarter Ended High Low
   July 31, 2016 $0.08 $0.05
   April 30, 2016 $0.05 $0.05
January 31, 2015 $0.05 $0.05
October 31, 2015 $0.05 $0.05
   July 31, 2015 $0.04 $0.01
   April 30, 2015 $0.025 $0.025
January 31, 2015 $0.025 $0.025
October 31, 2014 $0.035 $0.035

The market quotations provided reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

Registered Holders Of Our Common Stock

As of October 24, 2016, we had 29 registered shareholders and 16,530,000 shares of our common stock issued and outstanding. We believe that a large number of stockholders hold stock on deposit with their brokers or investment bankers registered in the name of stock depositories.

Dividends

We have neither declared nor paid any cash dividends on our capital stock since our inception and do not contemplate paying cash dividends in the foreseeable future. It is anticipated that earnings, if any, will be retained for the operation of our business. Our board of directors will determine future dividend declarations and payments, if any, in light of the then-current conditions they deem relevant and in accordance with the Nevada Revised Statutes.

There are no restrictions in our articles of incorporation or in our bylaws which prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of a dividend:

(a)

We would not be able to pay our debts as they become due in the usual course of business; or

   
(b)

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving distributions.

Recent Sales Of Unregistered Securities

None.

9



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Plan Of Operation

Our plan of operation for the next twelve months is to identify and acquire an interest in a mineral property on which we will carry out exploration activities. We are unable to provide an estimate of our exact financial needs for the next twelve months. However, as at July 31, 2016, we had cash on hand of $534 and a working capital deficit of $232,620. As such, we will require substantial additional financing in the near future in order to meet our current obligations and to continue our operations. In addition, in the event that we are successful in identifying a mineral property, of which there is no assurance, we anticipate that we will need to obtain financing in order to pursue an exploration program.

Results Of Operations

Summary of Year End Results                  
                Percentage  
    Year Ended     Year Ended     Increase /  
    July 31, 2016     July 31, 2015     (Decrease)  
Revenue $  -   $  -     n/a  
Expenses   (57,690 )   (21,100 )   173.4%  
Net Loss $  (57,690 ) $  (21,100 )   173.4%  

Revenues

We have not earned any revenue since inception. We do not anticipate earning revenues until such time as we are able to acquire a mineral property and subsequently enter into commercial production of a mineral property. We are presently in the exploration stage of our business and we can provide no assurance that we will discover proven reserves on a mineral property, or if such deposits are discovered, that we will enter into further exploration programs.

Operating Expenses

The major components of our operating expenses for the years ended July 31, 2016 and 2015 are outlined in the table below:

                Percentage  
    Year Ended     Year Ended     Increase /  
    July 31, 2016     July 31, 2015     (Decrease)  
Foreign Currency Gain $  983   $  (33,993 )   (102.9)%  
General and Administrative   18,718     17,000     10.1%  
Management Fees   12,000     12,000     0.0%  
Professional Services   19,989     20,093     (0.52)%  
Rent   6,000     6,000     0.0%  
Total Operating Expenses $  57,690   $  21,100     173.4%  

The increase in our operating expenses from $21,100, during the fiscal year ended July 31, 2015, to $57,690, during the fiscal year ended July 31, 2016, is due to a decrease in foreign currency gain and an increase in general and administrative expenses

Professional services consist of accounting and legal fees in connection with meeting our ongoing reporting obligations under the Exchange Act.

We do not currently pay any management fees to our sole executive officer and director or any rent for use of our office. However, we recognize $1,000 per month for donated management fees and $500 per month for donated rent provided by our sole executive officer and director.

10


We anticipate that our expenses will increase significantly if we are able to identify and acquire a mineral property and pursue an exploration program on a mineral property. However, there are no assurances that we will be able to identify and acquire a mineral property.

Liquidity And Capital Resources

Cash Flows            
    Year Ended     Year Ended  
    July 31, 2016     July 31, 2015  
Net Cash Used In Operating Activities $  (40,169 ) $  (40,078 )
Net Cash Used In Investing Activities   -     -  
Net Cash Provided By Financing Activities   33,588     33,439  
Net effect of exchange rate changes on cash   1,528     (970 )
Increase (Decrease) in Cash During Period $  (5,052 ) $  (2,609 )

Working Capital                  
    Year Ended     Year Ended     Percentage  
    July 31, 2016     July 31, 2015     Increase / (Decrease)  
Current Assets $  3,134   $  8,186     (61.7)%  
Current Liabilities   (235,754 )   (201,116 )   17.2%  
Working Capital Deficit $  (232,620 ) $  (192,930 )   20.6%  

We had cash on hand of $534 and a working capital deficit of $232,620 as of July 31, 2016 compared to cash on hand of $5,586 and a working capital deficit of $192,930 as of July 31, 2015. Our working capital deficiency increased as a result of increases in loans from related parties.

Financing Requirements

Our ability to identify and acquire a mineral property is dependent upon our ability to obtain additional financing in the near term. We anticipate that such funding will be in the form of equity financing from sales of our common stock. However, there is no assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our business plan should we decide to proceed. We believe that debt financing will not be an alternative for funding the acquisition of a mineral property or the exploration of a mineral property. The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated.

We anticipate continuing to rely on equity sales of our common shares and advances from our sole executive officer and director 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 business operations.

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 is material to stockholders.

11


Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount 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. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 2 to the audited financial statements included in this Annual Report.

Mineral Property Costs

We have been in the exploration stage since our formation on April 25, 2007 and have not yet realized any revenues from our planned operations. We are primarily engaged in the acquisition and exploration of mineral properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. We assess the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at the end of each financial reporting period. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property will be capitalized and subsequently amortized using the units-of-production method over the estimated life of the estimated reserves to which they relate. We did not incur any mineral property costs during the years ended July 31, 2016 and 2015.

Donated Capital

We reflect donated capital, such as outright gifts to us by way of donated management services provided, in the Statement of Operations. Donated management services are recognized if the services received (a) create or enhance non-financial assets, or (b) require specialized skills, are provided by individuals possessing these skills, and would typically need to be purchased if not provided by donation.

12



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Audited Financial Statements, including:

  1.

Report of Independent Registered Public Accounting Firm;

     
  2.

Balance Sheets as at July 31, 2016 and 2015;

     
  3.

Statements of Operations and Comprehensive Loss for the years ended July 31, 2016 and July 31, 2015;

     
  4.

Statements of Cash Flows for the years ended July 31, 2016 and July 31, 2015;

     
  5.

Statements of Stockholders’ Deficit for the years ended July 31, 2016 and July 31, 2015; and

     
  6.

Notes to the Financial Statements.

13


Contact Minerals Corp.

July 31, 2016

  Index
Report of Independent Registered Public Accounting Firm F–1
Balance Sheets F–2
Statements of Operations and Comprehensive Loss F–3
Statements of Cash Flows F–4
Statements of Stockholders’ Deficit F–5
Notes to the Financial Statements F–6



Report of Independent Registered Public Accounting Firm

To the Stockholders of Contact Minerals Corp.

We have audited the accompanying balance sheets of Contact Minerals Corp. as of July 31, 2016 and 2015 and the related statements of operations and comprehensive loss, cash flows and stockholders' deficit for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Contact Minerals Corp. as of July 31, 2016 and 2015 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenues and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

October 24, 2016

F-1



Contact Minerals Corp.
Balance Sheets
(Expressed in U.S. dollars)

    July 31,     July 31,  
    2016     2015  
     
ASSETS            
 Current Assets            
       Cash   534     5,586  
       Prepaid expenses   2,600     2,600  
 Total Assets   3,134     8,186  
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT            
 Current Liabilities            
       Accounts payable (Note 3(a))   76     190  
       Accrued liabilities   777     459  
       Due to related parties (Note 3(b))   234,901     200,467  
 Total Liabilities   235,754     201,116  
             
 Stockholders’ Deficit            
       Preferred stock 
       Authorized: 15,000,000 shares, par value $0.001 
       None issued and outstanding
 

   

 
       Common stock 
       Authorized: 300,000,000 shares, par value $0.001 
       Issued and outstanding: 16,530,000 shares
 

16,530
   

16,530
 
       Additional paid-in capital   524,629     524,629  
       Donated capital (Note 3(c))   167,881     149,881  
       Accumulated deficit   (941,660 )   (883,970 )
 Total Stockholders’ Deficit   (232,620 )   (192,930 )
 Total Liabilities and Stockholders’ Deficit   3,134     8,186  

Nature of Operations and Going Concern (Note 1)

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

F-2



Contact Minerals Corp.
Statements of Operations and Comprehensive Loss
(Expressed in U.S. dollars)

    For the     For the  
    Year     Year  
    Ended     Ended  
    July 31,     July 31,  
    2016     2015  
     
             
Expenses            
             
   Foreign currency loss (gain)   983     (33,993 )
   General and administrative   18,718     17,000  
   Management fees (Note 3(c))   12,000     12,000  
   Professional services   19,989     20,093  
   Rent (Note 3(c))   6,000     6,000  
             
Net Loss and Comprehensive Loss   (57,690 )   (21,100 )
             
Net Loss Per Common Share – Basic and Diluted   (0.00 )   (0.00 )
             
Weighted Average Number of Common Shares Outstanding   16,530,000     16,530,000  

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

F-3



Contact Minerals Corp.
Statements of Cash Flows
(Expressed in U.S. dollars)

    For the     For the  
    Year     Year  
    Ended     Ended  
    July 31,     July 31,  
    2016     2015  
     
Operating Activities            
             
   Net loss   (57,690 )   (21,100 )
             
   Adjustments for non-cash items:            
       Donated services and rent   18,000     18,000  
       Foreign exchange gain   (683 )   (34,491 )
    (40,373 )   (37,591 )
Changes in operating assets and liabilities:            
       Accounts payable and accrued liabilities   204     113  
       Prepaid expenses       (2,600 )
             
Net Cash Used in Operating Activities   (40,169 )   (40,078 )
             
Financing Activities            
   Advances from related parties   33,588     38,439  
             
Net Cash Provided by Financing Activities   33,588     38,439  
             
Net effect of exchange rate changes on cash   1,529     (970 )
             
Decrease in Cash   (5,052 )   (2,609 )
             
Cash – Beginning of Year   5,586     8,195  
             
Cash – End of Year   534     5,586  
             
Supplemental Disclosures:            
   Interest paid        
   Income taxes paid        

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

F-4



Contact Minerals Corp.
Statements of Stockholders’ Deficit
(Expressed in U.S. dollars)

                Additional                    
    Common     Common     Paid-In     Donated     Accumulated        
    Stock     Stock     Capital     Capital     Deficit     Total  
    #            
Balance – July 31, 2014   16,530,000     16,530     524,629     131,881     (862,870 )   (189,830 )
Donated services and rent               18,000         18,000  
Net loss for the year                   (21,100 )   (21,100 )
Balance – July 31, 2015   16,530,000     16,530     524,629     149,881     (883,970 )   (192,930 )
Donated services and rent               18,000         18,000  
Net loss for the year                   (57,690 )   (57,690 )
Balance – July 31, 2016   16,530,000     16,530     524,629     167,881     (941,660 )   (232,620 )

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

F-5



Contact Minerals Corp.
Notes to the Financial Statements
(Expressed in U.S. dollars)
July 31, 2016

1.

Nature of Operations and Going Concern

     

Contact Minerals Corp. (the “Company”) was incorporated in the State of Nevada on April 25, 2007. The Company’s principal business is the acquisition and exploration of mineral properties. The Company does not currently own any mineral properties.

     

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 never generated revenue and has never paid any dividends and is unlikely to pay dividends or generate 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 stockholders, the ability of the Company to obtain necessary equity financing to continue operations and to determine the existence, discovery and successful exploitation of economically recoverable reserves in the prospective properties, the confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at July 31, 2016, the Company has a working capital deficiency of $232,620 and has accumulated losses of $941,660 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. The Company plans to continue to review and assess new mineral exploration or development projects for acquisition. The Company intends to fund these activities through debt and equity financing arrangements. There is no assurance that the Company will obtain the necessary financing to complete its objectives.

     
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 United States dollars. The Company’s fiscal year-end is July 31.

     
b)

Use of Estimates

     

The preparation of financial statements in conformity with United States 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 valuation of donated services and rent, fair value measurements, 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.

     
c)

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.

     
d)

Foreign Currency Translation

     

The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

F-6



Contact Minerals Corp.
Notes to the Financial Statements
(Expressed in U.S. dollars)
July 31, 2016

2.

Summary of Significant Accounting Policies (continued)

     
e)

Basic and Diluted Net Income (Loss) Per Share

     

Basic EPS is computed by dividing net earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method 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. As at July 31, 2016 and 2015, there were no potentially dilutive securities outstanding.

     
f)

Fair Value of Financial Instruments

     

ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 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 825 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 financial instruments consist principally of cash, accounts payable, and due to related parties. The fair value of cash when applicable is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

     

Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of July 31, 2016 and 2015, as follows:


      Fair Value Measurements Using  
      Quoted Prices in     Significant                    
      Active Markets     Other     Significant              
      For Identical     Observable     Unobservable              
      Instruments     Inputs     Inputs     Balance as of     Balance as of  
      (Level 1)   (Level 2)   (Level 3)   July 31, 2016     July 31, 2015  
     $      $      
                                 
  Assets:                              
  Cash   534             534     5,586  

The Company does not have any liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet as of July 31, 2016 and 2015.

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions.

F-7



Contact Minerals Corp.
Notes to the Financial Statements
(Expressed in U.S. dollars)
July 31, 2016

2.

Summary of Significant Accounting Policies (continued)


g)

Long-lived Assets

     

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. The Company does not have any long-lived assets as of July 31, 2016 and 2015.

     
h)

Mineral Property Costs

     

The Company has been in the exploration stage since its formation on April 25, 2007 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mineral properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment, at the end of each financial reporting period. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property will be capitalized and subsequently amortized using the units-of-production method over the estimated life of the estimated reserves to which they relate. The Company did not incur any mineral property costs during the years ended July 31, 2016 and 2015.

     
i)

Income Taxes

     

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

     
j)

Stock-based Compensation

     

The Company accounts for stock-based payments using the fair value method. The Company has not issued any stock options since its inception. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable.

     
k)

Recently Issued 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 financial position or results of operations.

     
3.

Related Party Transactions and Balances

     
a)

As at July 31, 2016, the Company is indebted to a relative of the President of the Company for $76 (CDN$100) (2015 - $76 (CDN$100)) for expenses incurred on behalf of the Company. The amount is included in accounts payable and is non-interest bearing, unsecured, and due on demand.

     
b)

As at July 31, 2016, the Company is indebted to the President of the Company for $234,901 (2015 - $200,467) for advances and expenses incurred on behalf of the Company. The amount is included in due to related parties and is non-interest bearing, unsecured, and due on demand.

     
c)

During the year ended July 31, 2016, the Company recognized a total of $12,000 (2015 - $12,000) for donated services at $1,000 per month and $6,000 (2015 - $6,000) for donated rent at $500 per month provided by the President of the Company, which have been included in the statements of operations and comprehensive loss.

F-8



Contact Minerals Corp.
Notes to the Financial Statements
(Expressed in U.S. dollars)
July 31, 2016

4.

Income Taxes

   

A reconciliation of the expected income tax recovery computed by applying the statutory United States federal income tax rates of 35% to income (loss) before taxes is as follows:


      July 31,     July 31,  
      2016     2015  
  Income tax recovery at statutory rate $  (20,190 ) $  (7,380 )
  Permanent differences   6,300     6,300  
  Change in valuation allowance   13,890     1,080  
  Provision for income taxes $  –   $  –  

The components of the net deferred income tax asset at July 31, 2016 and 2015 consist of:

      July 31,     July 31,  
      2016     2015  
  Accumulated operating loss carry-forwards $  141,770   $  127,880  
  Valuation allowance   (141,770 )   (127,880 )
  Net deferred income tax asset $  –   $  –  

At July 31, 2016, the Company has net operating loss carry-forwards of $405,000 which expire between fiscal 2029 and 2036. Pursuant to ASC 740, Income Taxes, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

Current United States income tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited under IRC 382 of the Internal Revenue Code.

F-9



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of July 31, 2016 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are 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 in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the year ended July 31, 2016 fairly present our financial condition, results of operations and cash flows in all material respects.

Management's Annual Report on Internal Control Over Financial Reporting

Our management 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) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date. In its assessment of the effectiveness of internal control over financial reporting as of the Evaluation Date, management determined that there were control deficiencies that constituted the following material weaknesses:

14


1.

Certain entity level controls establishing a “tone at the top” were considered material weaknesses. As of July 31, 2016, the Company did not have any independent directors on its audit committee and did not have a policy on fraud. The Company does not believe that a whistleblower policy is necessary given the small size of the organization.

   
2.

Due to the significant number and magnitude of out-of-period adjustments identified during the year-end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result in us not being able to meet our regulatory filing deadlines and, if not remediated, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management’s override of existing controls is possible given the small size of the organization and lack of personnel.

   
3.

There is no system in place to review and monitor internal control over financial reporting. The Company maintains an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.

Management, including our Chief Executive Officer and Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than a remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. We are not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal controls over financial reporting pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.

Changes in Internal Controls

There were no changes in our internal control over financial reporting that occurred during the fiscal year ended July 31, 2016 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the effectiveness of controls and procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that thecontrols and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

ITEM 9B. OTHER INFORMATION.

None.

15


PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the name and positions of our sole executive officer and directors.

Name Age Positions
Kerry J. McCullagh 59 President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Director
Alex Langer 33 Director
William McCullagh 90 Director

Set forth below is a brief description of the background and business experience of our sole executive officer and director:

Kerry J. McCullagh has been our President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and a member of our Board of Directors since our inception on April 25, 2007. Mr. McCullagh has been involved in the mineral exploration industry for more than twenty years though he has no formal professional training or technical credentials in the exploration, development and/or operations of metal mines.

Mr. McCullagh has participated in production gold mining, extensive exploration programs including preliminary sampling, trenching, as well as diamond drilling programs in both North and Central America. For the past 5 years, he has been self-employed. Mr. McCullagh is also the principal and sole shareholder of Polar Capital Corp., a private consulting British Columbia company that provides management and administrative services to other mining exploration companies. He is not currently an officer or director of any other publicly listed company.

Alex Langer was appointed to our Board of Directors on June 29, 2016. Since May 2013, Mr. Langer has been the CEO of Andros Capital and a Director at Blackheath Resources, a mineral exploration company listed on the TSX Venture Exchange. From June 2011 to March 2013, Mr. Langer was the VP of Capital Markets at Oracle Mining Corp., a mineral exploration company listed on the Toronto Stock Exchange. From August 2011 to February 2013, Mr. Langer was a Director at High North Resources, a mineral exploration company listed on the TSX Venture Exchange. From September 2008 to June 2011, Mr. Langer was the Director of Sales and Marketing at ERA Carbon Offsets, a carbon offset marketing company listed on the TSX Venture Exchange. From September 2004 to August 2008, Mr. Langer was an Investment Advisor at Canaccord Capital Ltd.. Mr. Langer has a Master’s Certificate in Finance from the University of Toronto.

William McCullagh was appointed to our Board of Directors on June 29, 2016. Mr. McCullagh has over forty years of experience in mineral exploration, financing and development. Mr. McCullagh was a director of Nomad Ventures Inc., a mineral exploration Company listed on the TSX Ventures Exchange from September 2011 to April 2014. Mr. McCullagh is currently running a placer operation in the Barkerville area of British Columbia, Canada.

Family Relationships

William McCullagh, our director, is the father of Kerry J. McCullagh our sole executive officer.

Terms of Office

Members of our board of directors are appointed to hold office until the next annual meeting of our stockholders or until his or her successor is elected and qualified, or until they resign or are removed in accordance with the provisions of the Nevada Revised Statutes. Our officers are appointed by our board of directors and hold office until removed by the board.

We do not pay to our directors any compensation for each director serving as a director on our board of directors. In addition, at present, there are no ongoing plans or arrangements for compensation of any of our officers. Presently, there are no plans or agreements for compensation of our officers and directors even if certain milestones are achieved in the business plan. However, we expect to adopt a plan of reasonable compensation to our officers and employees when and if we become operational and profitable.

16


Significant Employees

We have no significant employees other than our sole officer and director. We conduct our business through agreements with consultants and arms-length third parties. Currently, we have no formal consulting agreements in place.

Audit Committee and Audit Committee Financial Expert

We have a separately designated audit committee and the members are Kerry J. McCullagh, Alex Langer and William McCullagh.

None of our audit committee members qualify as an “audit committee financial expert.” We believe that the cost related to retaining such a financial expert at this time is prohibitive. Further, because we are in the start-up stage of our business operations, we believe the services of an audit committee financial expert are not warranted at this time.

Code Of Ethics

We adopted a Code of Ethics applicable to our officers and directors, which is a “code of ethics” as defined by applicable rules of the SEC.

Our Code of Ethics was attached as an exhibit to our Annual Report on Form 10-K for the year ended July 31, 2008. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our officers or directors, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

Compliance with Section 16(a) of the Securities Exchange Act

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our securities (“Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based solely on our review of the copies of such forms received by us, we believe that, during the last fiscal year, all Reporting Persons complied with all Section 16(a) filing requirements applicable to them.

ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation Table

The following table sets forth total compensation paid to or earned by our named executive officers, as that term is defined in Item 402(m)(2) of Regulation S-K during the fiscal years ended July 31, 2016 and 2015:

  SUMMARY COMPENSATION TABLE   





Name & Principal Position



Year
End
July 31,




Salary
($)




Bonus
($)



Stock
Awards
($)



Option
Awards
($)

Non-Equity
Incentive
Plan
Compen-
sation ($)
Nonqualified
Deferred
Compen-
sation
Earnings
($)


All Other
Compen-
sation
($)




Total
($)
Kerry J. McCullagh
President, Secretary,
    Treasurer, CEO & CFO
2016
2015
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0

We do not currently pay our directors or officers any salary or consulting fee. We recognize donated services of $1,000 per month for the services provided by Mr. McCullagh.

17


Outstanding Equity Awards At Fiscal Year-End

As at July 31, 2016 we had no outstanding equity awards.

Employment Contracts

We are not party to any employment contracts.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Equity Compensation Plans

We have no equity compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.

Security Ownership Of Certain Beneficial Owners And Management

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of October 24, 2016 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.



Title of Class

Name and Address
of Beneficial Owner

Number of Shares
of Common Stock(1)
Percentage of
Common
Stock(1)
DIRECTORS AND OFFICERS
Common Stock

Kerry J. McCullagh
CEO, CFO, President, Secretary,
Treasurer & Director
7,000,000 Shares
(direct)
42.3%

Common Stock
Alex Langer
Director
10,000 Shares
(direct)
0.06%
Common Stock
William McCullagh
Director
713,000 Shares
(direct)
4.31%
Common Stock
All Officers and Directors
as a Group (3 persons)
7,723,000 Shares
46.7%
5% SHAREHOLDERS
Common Stock



Kerry J. McCullagh
CEO, CFO, President, Secretary,
Treasurer & Director
595 Hornby Street, Suite 706,
Vancouver, BC V6C 2E8
7,000,000 Shares
(direct)


42.3%




(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on October 24, 2016. As of October 24, 2016, there were 16,530,000 shares of our common stock issued and outstanding.

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Changes In Control

We are not aware of any arrangement that might result in a change in control in the future.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Related Transactions

Except as described below, none of the following parties has, during the last two fiscal years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, other than noted in this section:

  (i)

Any of our directors or officers;

  (ii)

Any person proposed as a nominee for election as a director;

  (iii)

Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

  (iv)

Any of our promoters; and

  (v)

Any relative or spouse of any of the foregoing persons who has the same house as such person.

As at July 31, 2016, we are indebted to Mr. Kerry J. McCullagh $234,901 (2015 - $200,467) for advances and expenses incurred on our behalf. The amount is non-interest bearing, unsecured and due on demand.

Director Independence

Our common stock is quoted on the OTC Markets inter-dealer quotation system, which does not have director independence requirements. Under NASDAQ Rule 5605(a)(2), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Our director, Kerry J. McCullagh, is also our sole executive officer. As a result, we do not have any independent directors.

As a result of our limited operating history and minimal resources, our management believes that it will have difficulty in attracting independent directors. In addition, we would likely be required to obtain directors and officer’s insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.

Canadian National Instrument 58-101

We are a reporting issuer in the Province of British Columbia. National Instrument 58-101 of the Canadian Securities Administrators requires our company to disclose annually on our Annual Report certain information concerning corporate governance.

Board of Directors

Our Board of Directors is currently comprised of three members, Kerry J. McCullagh, Alex Langer and William McCullagh. Kerry J. McCullagh is not “independent”, as that term is defined in National Instrument 52-110, due to the fact that he is our sole executive officer. William McCullagh is not “independent,” as that term is described in National Instrument 52-110, due to the fact Kerry McCullagh is his immediate family member and an executive officer of the Company.

Directorships

Kerry J. McCullagh, and William McCullagh are not currently directors or officers of any other reporting issuer (or the equivalent in a foreign jurisdiction). Alex Langer is currently the CEO of Blackheath Resources which is listed on the TSX Venture Exchange.

19


Orientation and Continuing Education

Kerry J. McCullagh provides an overview of our business activities, systems and business plan to all new directors. New director candidates have free access to any of our records, employees or senior management in order to conduct their own due diligence and will be briefed on the strategic plans, short, medium and long term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing policies of the Company. Directors are encouraged to update their skills and knowledge by taking courses and attending professional seminars.

Ethical Business Conduct

Our directors believe good corporate governance is an integral component to the success of the Company and to meet responsibilities to shareholders. Generally, our directors have found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board of Directors in which the director has an interest have been sufficient to ensure that the Board of Directors operates independently of management and in the best interests of the Company.

Our directors are also responsible for applying governance principles and practices, and tracking development in corporate governance, and adapting “best practices” to suit the needs of the Company. The directors may also be a director and officer of other companies, and conflicts of interest may arise between his duties. Such conflicts must be disclosed in accordance with, and are subject to such other procedures and remedies as applicable under the Nevada Revised Statutes.

Nomination of Directors

Our directors have not formed a nominating committee or similar committee to assist him with the nomination of directors for the Company. Our directors consider the size of the Board of Directors to be too small to warrant creation of such a committee; and our directors have contacts they can draw upon to identify new members of the Board of Directors as needed from time to time.

Our directors will continually assess the size, structure and composition of the Board of Directors, taking into consideration its current strengths, skills and experience, proposed retirements and the requirements and strategic direction of the Company. As required, directors will recommend suitable candidates for consideration as members of the Board of Directors.

Assessments

Our directors have not implemented a process for assessing their effectiveness. As a result of our small size and stage of development, our directors consider a formal assessment process to be inappropriate at this time. Our directors plans to continue evaluating their own effectiveness on an ad hoc basis.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The aggregate fees billed for the two most recently completed fiscal years ended July 31, 2016 and 2015 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows.

    Year Ended July 31, 2016     Year Ended July 31, 2015  
Audit Fees $ 14,600   $ 14,600  
Audit-Related Fees   -     -  
Tax Fees   -     -  
All Other Fees   -     -  
Total $ 14,600   $ 14,600  

20


PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit  
Number Description of Exhibit
3.1 Articles of Incorporation, as amended.(1)
3.2 Certificate of Change Pursuant to NRS 78.209 increasing the authorized capital of common stock to 300,000,000 shares, par value $0.001 per share (2-for-1 Stock Split).(3)
3.3 Bylaws.(1)
4.1 Form of Convertible Note.(4)
10.1 Property Option Agreement dated June 30, 2007 between William McCullagh and Contact Minerals Corp.(1)
10.2 Amendment to Property Option Agreement between William McCullagh and Contact Minerals Corp.(2)
31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1 Audit Committee Charter.(2)
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema.
101.CAL XBRL Taxonomy Extension Calculation Linkbase.
101.DEF XBRL Taxonomy Extension Definition Linkbase.
101.LAB XBRL Taxonomy Extension Label Linkbase.
101.PRE XBRL Taxonomy Extension Presentation Linkbase.

Notes:
(1) Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 filed on October 1, 2007.
(2) Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on October 29, 2008.
(3) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on February 9, 2009.
(4) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on February 12, 2010.

21


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

        CONTACT MINERALS CORP.
         
         
         
Date: October 25, 2016   By: /s/ Kerry J. McCullagh
        KERRY J. McCULLAGH
        Chief Executive Officer, Chief Financial Officer,
        President, Secretary and Treasurer
        (Principal Executive Officer & Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: October 25, 2016   By: /s/ Kerry J. McCullagh
        KERRY J. McCULLAGH
        Chief Executive Officer, Chief Financial Officer,
        President, Secretary and Treasurer
        (Principal Executive Officer & Principal Accounting Officer)
        Director
         
Date: October 25, 2016   By: /s/ Alex Langer
        ALEX LANGER
        Director
         
Date: October 25, 2016   By: /s/ William McCullagh
        WILLIAM McCULLAGH
        Director