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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

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

 

For the quarterly period ended January 31, 2024

 

or

 

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

 

For the transition period from _________ to ___________

 

Commission File Number 333-146934

 

NORTHERN MINERALS & EXPLORATION LTD.

(Exact name of registrant as specified in its charter)

 

Nevada

 

98-0557171

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer
Identification No.)

     

1267 N 680 W, Pleasant Grove, UT

 

84062

(Address of principal executive offices)

 

(Zip Code)

 

(801) 885-9260

(Registrant’s telephone number, including area code)

 
 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ☒        No  ☐

 

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

 

 

Large accelerated filer ☐

Non-accelerated filer

Emerging growth company

Accelerated filer ☐

Smaller reporting company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 96,301,023 common shares issued and March 15, 2024.

 

 

 

 

 

NORTHERN MINERALS & EXPLORATION LTD.

 

FORM 10-Q

 

For the Period ended January 31, 2024

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 
   

Item 1.   Financial Statements

3
   

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations

11
   

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

13
   

Item 4.   Controls and Procedures

13
   

PART II – OTHER INFORMATION

14
   

Item 1.   Legal Proceedings

14
   

Item 1A.   Risk Factors

14
   

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

14
   

Item 3.   Defaults Upon Senior Securities

14
   

Item 4.   Mine Safety Disclosures

14
   

Item 5.   Other Information

14
   

Item 6.   Exhibits

14
   

SIGNATURES

15

 

2

 

 

PART I FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

 

 

 

NORTHERN MINERALS & EXPLORATION LTD.

 

CONSOLIDATED FINANCIAL STATEMENTS

 

Condensed Consolidated Balance Sheets as of January 31, 2024 (Unaudited) and July 31, 2023 (Audited)

4

   

Condensed Consolidated Statements of Operations for the Three and Six Months ended January 31, 2024 and 2023 (Unaudited)

5

   

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Three and Six Months ended January 31, 2024 and 2023 (Unaudited)

6

   

Condensed Consolidated Statements of Cash Flows for the Six Months ended January 31, 2024 and 2023 (Unaudited)

7

   

Notes to Condensed Consolidated Financial Statements (Unaudited)

8

 

3

 

 

 

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

 


 

   

January 31,

   

July 31,

 
   

2024

   

2023

 
   

(Unaudited)

   

(Audited)

 

ASSETS

 

 

   

 

 

Current Assets:

               

Cash

  $ 10,339     $ 6,900  

Total Current Assets

    10,339       6,900  
                 

TOTAL ASSETS

  $ 10,339     $ 6,900  
                 

LIABILITIES & STOCKHOLDERS DEFICIT

               
                 

Current Liabilities:

               

Accounts payable

  $ 46,464     $ 43,364  

Accounts payable – related party

    26,500       26,500  

Accrued liabilities

    30,332       27,152  

Loans payable - current

    86,000       86,000  

Total Current Liabilities

    189,296       183,016  
                 
Loan payable – long term     85,000       85,000  
                 

TOTAL LIABILITIES

    274,296       268,016  
                 

Commitments and Contingencies

           
                 

Stockholders’ Deficit:

               

Preferred stock, $0.001 par value, 50,000,000 shares authorized; no shares issued

           

Common stock, $0.001 par value, 250,000,000 shares authorized; 93,301,023 and 89,059,357 shares issued and outstanding as of January 31, 2024 and July 31, 2023, respectively

    93,300       89,059  

Common stock to be issued

    55,000       30,000  

Additional paid-in-capital

    3,047,052       2,987,668  

Accumulated deficit

    (3,459,309

)

    (3,367,843

)

                 

Total Stockholders’ Deficit

    (263,957

)

    (261,116

)

                 

TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT

  $ 10,339     $ 6,900  

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

4

 

 

 

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 


 

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


   

For the Three Months Ended
January 31,

   

For the Six Months Ended
January 31,

 
   

2024

   

2023

   

2024

   

2023

 

Operating expenses:

                               

Officer compensation

  $ 6,600     $ 6,600     $ 13,200     $ 13,200  

Consulting – related party

    18,000       18,000       36,000       36,000  

Professional fees

    5,000             23,100       16,500  

General and administrative expenses

    (2,684 )     1,151       13,436       11,703  

Total operating expenses

    26,916       25,751       85,736       77,403  

Loss from operations

    (26,916

)

    (25,751

)

    (85,736 )     (77,403 )
                                 

Other income (expense):

                               

Interest expense

    (2,860

)

    (1,585

)

    (5,730 )     (3,170 )

Other income

          465             1,946  

Total other income (expense)

    (2,860

)

    (1,120 )     (5,730 )     (1,224 )
                                 

Loss before provision for income taxes

    (29,776

)

    (26,871

)

    (91,466 )     (78,627 )

Provision for income taxes

                       

Net Loss

  $ (29,776

)

  $ (26,871

)

  $ (91,466 )   $ (78,627 )
                                 

Net loss per share, basic and diluted

  $ (0.00

)

  $ (0.00

)

  $ (0.00 )   $ (0.00 )
                                 

Weighted average number of common shares outstanding, basic and diluted

    91,332,128       82,509,357       90,195,743       82,509,357  

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

5

 

 

 

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2024 AND 2023

(Unaudited)


 

   

Common

Stock

   

Common
Stock

Amount

   

Additional
Paid-in

Capital

   

Common Stock To

be Issued

   

Accumulated

Deficit

   

Total Stockholders’

Deficit

 

Balance, July 31, 2022

    82,509,357     $ 82,509     $ 2,873,468     $     $ (3,391,341

)

  $ (435,364

)

Net loss

                            (51,756 )     (51,756 )

Balance, October 31, 2022

    82,509,357       82,509       2,873,468             (3,443,097 )     (487,120 )

Common stock issued for cash

                      40,000             40,000  

Common stock issued for cash – related party

                      10,000             10,000  

Net loss

                            (26,871 )     (26,871 )

Balance, January 31, 2023

    82,509,357     $ 82,509     $ 2,873,468     $ 50,000     $ (3,469,968 )   $ (463,991 )

 

 

   

Common

   

Common

Stock

   

Additional

Paid-in

   

Common

Stock To

   

Accumulated

   

Total

Stockholders’

 
   

Stock

   

Amount

   

Capital

   

be Issued

   

Deficit

   

Deficit

 

Balance, July 31, 2023

    89,059,357     $ 89,059     $ 2,987,668     $ 30,000     $ (3,367,843

)

  $ (261,116

)

Common stock issued for cash – related party

                      25,000             25,000  

Net loss

                            (61,690

)

    (61,690

)

Balance, October 31, 2023

    89,059,357       89,059       2,987,668       55,000       (3,429,533 )     (297,806 )

Common stock issued for cash – related party

    2,666,666       2,666       37,334                   40,000  

Common stock issued for cash

    1,575,000       1,575       22,050                   23,625  

Net loss

                            (29,776 )     (29,776 )

Balance, January 31, 2024

    93,301,023     $ 93,300     $ 3,047,052     $ 55,000     $ (3,459,309 )   $ (263,957 )

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

6

 

 

 

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


 

   

For the Six Months Ended

January 31,

 
   

2024

   

2023

 

Cash Flows from Operating Activities:

               

Net loss

  $ (91,466

)

  $ (78,627

)

Adjustments to reconcile net loss to net cash used in Operating activities:

               

Changes in Operating Assets and Liabilities:

               

Accounts payables and accrued liabilities

    3,100       11,500  

Accounts payable – related party

          4,000  

Accrued liabilities

    3,180       3,170  

Net cash used in operating activities

    (85,186

)

    (59,957

)

                 

Cash Flows used in Investing Activities:

           
                 

Cash Flows from Financing Activities:

               

Proceeds from loan payable – related party

          5,000  

Proceeds from the sale of common stock – related party

    65,000       10,000  

Proceeds from the sale of common stock

    23,625       40,000  

Net cash provided by financing activities

    88,625       55,000  
                 

Net change in cash

    3,439       (4,957 )
                 

Cash at beginning of the period

    6,900       25,813  

Cash at end of the period

  $ 10,339     $ 20,856  
                 

Cash paid during the period for:

               

Interest

  $ 2,550     $  

Taxes

  $     $  

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

7

 

 

Northern Minerals & Exploration Ltd.

Notes to Unaudited Condensed Consolidated Financial Statements

January 31, 2024

 

 

 

NOTE 1 ORGANIZATION AND BUSINESS OPERATIONS

 

Northern Minerals & Exploration Ltd. (the “Company”) is an emerging natural resource company operating in oil and gas production in central Texas and exploration for gold and silver in northern Nevada.

 

The Company was incorporated in Nevada on December 11, 2006 under the name Punchline Entertainment, Inc. On August 22, 2012, the Company’s board of directors approved an agreement and plan of merger to effect a name change of the Company from Punchline Entertainment, Inc. to Punchline Resources Ltd. On July 12, 2013, the stockholders approved an amendment to change the name of the Company from Punchline Resources Ltd. to Northern Mineral & Exploration Ltd. FINRA approved the name change on August 13, 2013.

 

On November 22, 2017, the Company created a wholly owned subsidiary, Kathis Energy LLC (“Kathis”) for the purpose of conducting oil and gas drilling programs in Texas.

 

On December 14, 2017, Kathis Energy, LLC and other Limited Partners, created Kathis Energy Fund 1, LP, a limited partnership created for raising investor funds.

 

On May 7, 2018, the Company created ENMEX LLC, a wholly owned subsidiary in Mexico, for the purposes of managing and operating its investments in Mexico including but not limited to the Joint Venture opportunity being negotiated with Pemer Bacalar on the 61 acres on the Bacalar Lagoon on the Yucatan Peninsula. There was no activity from inception to date.

 

 

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending July 31, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2023.

 

Use of estimates

The preparation of financial statements in conformity with 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. Actual results may differ from those estimates.

 

Cash and Cash Equivalents

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of January 31, 2024 and July 31, 2023.

 

8

 

Revision for Correction of Immaterial Error

In the first quarter of FY 2024, a deposit of $8,000 was incorrectly recorded to common stock to be issued. The error was discovered in the second quarter and corrected by debiting common stock to be issued and crediting expense. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Period Misstatements when Quantifying Misstatements in Current Period Financial Statements,” the Company evaluated the error and determined that the related impact did not materially misstate previously issued consolidated financial statements. The error was considered to be immaterial and therefore no restatement required.

 

Mineral Property Acquisition and Exploration Costs

Mineral property acquisition and exploration costs are expensed as incurred until such time as economic reserves are quantified. Cost of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. We have chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once our company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized over the estimated life of the probable-proven reserves. When our company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value.

 

Oil and Gas Properties

The Company follows the successful efforts method of accounting for its oil and gas properties. Under this method of accounting, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense. The costs of development wells are capitalized whether those wells are successful or unsuccessful. Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts. Depletion and amortization of oil and gas properties are computed on a well-by-well basis using the units-of-production method. Although the Company has recognized minimal levels of production and revenue in the past, none of its property have proved reserves. Therefore, the Company’s properties are designated as unproved properties.

 

Unproved property costs are not subject to amortization and consist primarily of leasehold costs related to unproved areas. Unproved property costs are transferred to proved properties if the properties are subsequently determined to be productive and are assigned proved reserves. Proceeds from sales of partial interest in unproved leases are accounted for as a recovery of cost without recognizing any gain until all cost is recovered. Unproved properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks or future plans to develop acreage.

 

Asset Retirement Obligation

Accounting Standards Codification (“ASC”) Topic 410, Asset Retirement and Environmental Obligations (“ASC 410”) requires an entity to recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred. The net estimated costs are discounted to present values using credit-adjusted, risk-free rate over the estimated economic life of the oil and gas properties. Such costs are capitalized as part of the related asset. The asset is depleted on the equivalent unit-of-production method based upon estimates of proved oil and natural gas reserves. The liability is periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense and (4) revisions to estimated future cash flow requirements.

 

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per ShareOverallOther Presentation Matters. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.

 

For the three and six months ended January 31, 2024 and 2023, the Company had no potentially dilutive shares of common stock.

 

Recently issued accounting pronouncements

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

 

9

 

 

NOTE 3 GOING CONCERN

 

The accompanying unaudited financial statements are prepared and presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, they do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Since inception to January 31, 2024, the Company has an accumulated deficit of $3,459,309. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

NOTE 4 LOANS PAYABLE

 

On April 16, 2017, the Company executed a promissory note for $15,000 with a third party. The note matures in two years and interest is set at $3,000 for the full two years. As of July 31, 2023, there is $15,000 and $8,250 of principal and accrued interest, respectively, due on this loan. As of January 31, 2024, there was $15,000 and $8,625 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

 

On June 11, 2020, a third party loaned the Company $14,000. On March 3, 2021, the party loaned another $5,000 to the Company. During the year ended July 31, 2022, the Company repaid $15,000 of the loan. During the year ended July 31, 2023, the Company borrowed an additional $7,000. The loan is unsecured, non-interest bearing and due on demand. As of January 31, 2024, there is a balance due of $11,000.

 

During the year ended July 31, 2020, a third party loaned the Company $60,000. The loan is unsecured, bears interest at 8% per annum and matures on September 1, 2021. As of January 31, 2024, there is $20,845 of interest accrued on this note. This note is in default.

 

On June 1, 2023, the Company issued a Promissory Note to Golden Sands Exploration Inc, for $85,000. The note bears interest at 6% and matures on June 1, 2026. Interest is to be paid quarterly with the first payment due on or before September 1, 2023. As of January 31, 2024, there is $862 of interest accrued on this note.

 

 

NOTE 5 COMMON STOCK TRANSACTION

 

During the six months ended January 31, 2024, the Company sold 1,575,000 shares of common stock, for total cash proceeds of $23,625.

 

Refer to Note 6 for shares sold to a related party.

 

 

NOTE 6 RELATED PARTY TRANSACTIONS

 

For the six months ended January 31, 2024 and 2023, total payments of $36,000 and $32,000, respectively, were made to Noel Schaefer, a Director of the Company, for consulting services. As of January 31, 2024 and July 31, 2023, there is $26,500 and $30,500 credited to accounts payable.

 

On August 28, 2023, Mr. Miranda, director, purchased 1,666,667 shares of common stock for $25,000. As of January 31, 2024, the shares have not been issued. $25,000 is disclosed as common stock to be issued. On November 15, 2023, Mr. Miranda, purchased 1,333,333 shares of common stock, for total cash proceeds of $20,000. On December 20, 2023, Mr. Miranda, purchased 1,333,333 shares of common stock, for total cash proceeds of $20,000

 

 

NOTE 7 SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that there are no material subsequent events to disclose in these financial statements other than the following.

 

On February 9, 2024, Mr. Miranda, purchased 1,333,333 shares of common stock, for total cash proceeds of $20,000.

 

On March 12, 2024, Mr. Miranda, purchased 1,666,667 shares of common stock, for total cash proceeds of $25,000.

 

10

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

 

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and the risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our unaudited financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Northern Minerals & Exploration Ltd., unless otherwise indicated.

 

General Overview

 

We are an emerging natural resource company operating in oil and gas production in central Texas and exploration for gold and silver in northern Nevada.

 

Results of Operations

 

Results of Operations for the Three Months Ended January 31, 2024 and 2023

 

Revenue

We had no revenue for the three months ended January 31, 2024 and 2023.

 

Officer compensation

Officer compensation was $6,600 and $6,600 for the three months ended January 31, 2024 and 2023, respectively. Officer compensation is paid to our CFO.

 

Consulting related party

Consulting – related party services were $18,000 and $18,000 for the three months ended January 31, 2024 and 2023, respectively. Fees are paid to Noel Schaefer, Director, but are recorded as consulting fees.

 

Professional fees

Professional fees were $5,000 and $0 for the three months ended January 31, 2024 and 2023, respectively, an increase of $5,000. Professional fees generally consist of legal, audit and accounting expenses. In the current period we incurred $5,000 for auditor fees.

 

General and administrative

General and administrative expenses were ($2,684) and $1,151 for the three months ended January 31, 2024 and 2023, respectively, a decrease of $3,835 or 333.2%. In Q1 $8,000 was incorrectly recorded and discovered in Q2, at which time it was corrected, resulting in a negative expense for the three months ended January 31, 2024.

 

Interest expense

During the three months ended January 31, 2024 and 2023, we had interest expense of $2,860 and $1,585, respectively. We also had $468 of other income in the prior period.

 

11

 

Net Loss

For the three months ended January 31, 2024, we had a net loss of $29,776 as compared to a net loss of $26,871 for the three months ended January 31, 2023 an increase of $2,905 or 10.8%. The increase is due to the reasons discussed above.

 

Results of Operations for the Six Months Ended January 31, 2024 and 2023

 

Revenue

We had no revenue for the six months ended January 31, 2024 and 2023.

 

Officer compensation

Officer compensation was $13,200 and $13,200 for the six months ended January 31, 2024 and 2023, respectively. Officer compensation is paid to our CFO.

 

Consulting related party

Consulting – related party services were $36,000 and $36,000 for the six months ended January 31, 2024 and 2023, respectively. Fees are paid to Noel Schaefer, Director, but are recorded as consulting fees.

 

Professional fees

Professional fees were $23,100 and $16,500 for the six months ended January 31, 2024 and 2023, respectively, an increase of $6,600. Professional fees generally consist of legal, audit and accounting expenses. In the current period we incurred $22,500 for auditor fees.

 

General and administrative

General and administrative expenses were $13,436 and $11,703 for the six months ended January 31, 2024 and 2023, respectively, an increase of $1,733 or 14.8%.

 

Interest expense

During the six months ended January 31, 2024 and 2023, we had interest expense of $5,730 and $3,170 respectively. We also had $1,946 of other income in the prior period.

 

Net Loss

For the six months ended January 31, 2024, we had a net loss of $91,466 as compared to a net loss of $78,627 for the six months ended January 31, 2023 an increase of $12,839 or 16.3%. The increase is due to the reasons discussed above.

 

Liquidity and Financial Condition

 

Operating Activities

Cash used by operating activities was $85,186 for the six months ended January 31, 2024. Cash used for operating activities was $59,957 for the six months ended January 31, 2023.

 

Financing Activities

Net cash provided by financing activities was $88,625 for the six months ended January 31, 2024. We received $88,625 from the sale of our common stock, $65,000 of which was from a related party.

 

We had the following loans outstanding as of January 31, 2024:

 

On April 16, 2017, the Company executed a promissory note for $15,000 with a third party. The note matures in two years and interest is set at $3,000 for the full two years. As of July 31, 2023, there is $15,000 and $8,250 of principal and accrued interest, respectively, due on this loan. As of January 31, 2024, there was $15,000 and $8,625 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

 

On June 11, 2020, a third party loaned the Company $14,000. On March 3, 2021, the party loaned another $5,000 to the Company. During the year ended July 31, 2022, the Company repaid $15,000 of the loan. During the year ended July 31, 2023, the Company borrowed an additional $7,000. The loan is unsecured, non-interest bearing and due on demand. As of January 31, 2024, there is a balance due of $11,000.

 

12

 

During the year ended July 31, 2020, a third party loaned the Company $60,000. The loan is unsecured, bears interest at 8% per annum and matures on September 1, 2021. As of January 31, 2024, there is $20,845 of interest accrued on this note. This note is in default.

 

On June 1, 2023, the Company issued a Promissory Note to Golden Sands Exploration Inc, for $85,000. The note bears interest at 6% and matures on June 1, 2026. Interest is to be paid quarterly with the first payment due on or before September 1, 2023. As of January 31, 2024, there is $862 of interest accrued on this note.

 

We will require additional funds to fund our budgeted expenses over the next twelve months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.

 

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.

 

Critical Accounting Policies

 

Refer to Note 2 of our financial statements contained elsewhere in this Form 10-Q for a summary of our critical accounting policies and recently adopted and issued accounting standards.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Item 4.

Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of quarter covered by this report. Based on the evaluation of these disclosure controls and procedures the chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective.

 

Changes in Internal Controls

 

During the quarter covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

 

13

 

PART II OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

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

 

Item 1A.

Risk Factors

 

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

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

On August 28, 2023, Mr. Miranda purchased 1,666,667 shares of common stock for $25,000.

 

On November 15, 2023, Mr. Miranda, purchased 1,333,333 shares of common stock, for total cash proceeds of $20,000.

 

On December 20, 2023, Mr. Miranda, purchased 1,333,333 shares of common stock, for total cash proceeds of $20,000.

 

During the six months ended January 31, 2024, the Company sold 1,575,000 shares of common stock, for total cash proceeds of $23,625.

 

All proceeds from the sale of common stock are being used for general operating expenses.

 

 

Item 3.

Defaults Upon Senior Securities

 

None. 

 

Item 4.

Mine Safety Disclosures

 

Not applicable.

 

 

Item 5.

Other Information

 

None.

 

 

Item 6.

Exhibits

 

Exhibit
Number

 

Exhibit Description

     

31.1*

 

Section 302 Certification under Sarbanes-Oxley Act of 2002.

31.2*

 

Section 302 Certification under Sarbanes-Oxley Act of 2002.

32.1*

 

Section 906 Certification under Sarbanes-Oxley Act of 2002.

(101)**

 

Interactive Data File

101.INS

 

iXBRL Instance Document

101.SCH

 

iXBRL Taxonomy Extension Schema Document.

101.CAL

 

iXBRL Taxonomy Extension Calculation Link base Document.

101.DEF

 

iXBRL Taxonomy Extension Definition Link base Document.

101.LAB

 

iXBRL Taxonomy Extension Label Link base Document.

101.PRE

 

iXBRL Taxonomy Extension Presentation Link base Document.

 

*

(a) Filed herewith.

 

14

 

 

SIGNATURES

 

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

 

 

NORTHERN MINERALS &

EXPLORATION LTD.

 

(Registrant)

   

Dated: March 18, 2024

/s/ Ivan Webb

 

Ivan Webb

 

Chief Executive Officer

   
 

/s/ Noel Schaefer

 

Noel Schaefer

 

Chief Operating Officer and Director

   
 

/s/ Rachel Boulds

 

Rachel Boulds

 

Chief Financial Officer

   
 

/s/ Victor Miranda

 

Victor Miranda

 

Director

 

 

 

15