Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - SUPERNOVA ENERGY, INC. | Financial_Report.xls |
| EX-31.2 - EXHIBIT 31.2 - SUPERNOVA ENERGY, INC. | ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - SUPERNOVA ENERGY, INC. | ex31-1.htm |
| EX-32.1 - EXHIBIT 32.1 - SUPERNOVA ENERGY, INC. | ex32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
o QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File # 333-165373
NORTHUMBERLAND RESOURCES, INC.
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
98-0628594
(IRS Employer Identification Number)
701 N. Green Valley Pkwy.
Ste 200-258,
Henderson, NV
89074
(Address of principal executive offices)
: (702) 335-0356
(Issuer’s telephone number)
Indicate by check mark whether the registrant(1) has filed all reports required 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 day. o Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Small reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The issuer had 7,932,955 shares of common stock issued and outstanding as of August 19th, 2011.
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NORTHUMBERLAND RESOURCES, INC.
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(An Exploration Stage Company)
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Balance Sheets
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ASSETS
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June 30,
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December 31,
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2011
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2010
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(Unaudited)
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CURRENT ASSETS
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Cash
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$ | 416,654 | $ | - | ||||
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Deposits
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1,200 | - | ||||||
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Prepaid expenses
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26,000 | - | ||||||
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Total Current Assets
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443,854 | - | ||||||
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PROPERTY AND EQUIPMENT
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Oil and gas properties (full cost method)
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204,838 | - | ||||||
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Support equipment
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111,000 | - | ||||||
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TOTAL ASSETS
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$ | 759,692 | $ | - | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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CURRENT LIABILITIES
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Accounts payable
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$ | 17,152 | $ | - | ||||
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Accounts payable, related parties
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953 | - | ||||||
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Total Current Liabilities
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18,105 | - | ||||||
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LONG TERM LIABILITIES
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Asset retirement obligation
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61,037 | - | ||||||
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TOTAL LIABILITIES
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79,142 | - | ||||||
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STOCKHOLDERS’ EQUITY
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Common stock, 100,000,000 shares authorized at par value of $0.001; 7,932,955 and 5,627,500 shares issued and outstanding, respectively
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7,933 | 5,628 | ||||||
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Additional paid-in capital
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903,317 | 40,422 | ||||||
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Deficit accumulated during the exploration stage
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(230,700 | ) | (46,050 | ) | ||||
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Total Stockholders’ Equity
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680,550 | - | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$ | 759,692 | $ | - | ||||
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The accompanying notes are an integral part of these financial statements.
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NORTHUMBERLAND RESOURCES, INC.
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(An Exploration Stage Company)
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Statements of Operations
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(Unaudited)
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From Inception
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on June 22,
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For the Three Months Ended
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For the Six Months Ended
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2009 Through
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June 30,
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June 30,
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June 30,
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2011
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2010
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2011
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2010
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2011
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REVENUES
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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COST OF SALES
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- | - | - | - | - | |||||||||||||||
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GROSS PROFIT
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- | - | - | - | - | |||||||||||||||
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OPERATING EXPENSES
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Accretion expense
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5,199 | - | 5,199 | - | 5,199 | |||||||||||||||
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Exploration costs
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17,368 | - | 20,313 | - | 24,613 | |||||||||||||||
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Professional fees
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3,868 | - | 44,823 | - | 58,452 | |||||||||||||||
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General and administrative
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107,208 | 12,677 | 114,315 | 26,568 | 138,936 | |||||||||||||||
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Impairment expense
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- | - | - | - | 3,500 | |||||||||||||||
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Total Operating Expenses
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133,643 | 12,677 | 184,650 | 26,568 | 230,700 | |||||||||||||||
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NET LOSS FROM OPERATIONS
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(133,643 | ) | (12,677 | ) | (184,650 | ) | (26,568 | ) | (230,700 | ) | ||||||||||
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LOSS BEFORE INCOME TAXES
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(133,643 | ) | (12,677 | ) | (184,650 | ) | (26,568 | ) | (230,700 | ) | ||||||||||
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PROVISION FOR INCOME TAXES
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- | - | - | - | - | |||||||||||||||
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NET LOSS
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$ | (133,643 | ) | $ | (12,677 | ) | $ | (184,650 | ) | $ | (26,568 | ) | $ | (230,700 | ) | |||||
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BASIC AND DILUTED LOSS
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PER COMMON SHARE
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$ | (0.02 | ) | $ | (0.00 | ) | $ | (0.03 | ) | $ | (0.00 | ) | ||||||||
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WEIGHTED AVERAGE NUMBER
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OF COMMON SHARES OUTSTANDING
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6,821,107 | 5,627,500 | 6,496,611 | 5,627,500 | ||||||||||||||||
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The accompanying notes are an integral part of these financial statements
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NOTHUMBERLAND RESOURCES, INC.
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(An Exploration Stage Company)
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Statements of Stockholders’ Equity
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Deficit
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Accumulated
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Additional
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During the
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Total
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Common Stock
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Paid-in
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Exploration
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Stockholders’
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Shares
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Amount
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Capital
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Stage
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Equity
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Balance at inception on June 22, 2009
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- | $ | - | $ | - | $ | - | $ | - | |||||||||||
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Common shares issued for cash to founders at $0.001 per share
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3,500,000 | 3,500 | - | - | 3,500 | |||||||||||||||
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Common shares issued for cash at $0.02 per share
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2,127,500 | 2,128 | 40,422 | - | 42,550 | |||||||||||||||
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Net loss from inception on June 22, 2009 through December 31, 2009
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- | - | - | (10,853 | ) | (10,853 | ) | |||||||||||||
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Balance, December 31, 2009
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5,627,500 | 5,628 | 40,422 | (10,853 | ) | 35,197 | ||||||||||||||
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Net loss for the year ended December 31, 2010
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- | - | - | (35,197 | ) | (35,197 | ) | |||||||||||||
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Balance, December 31, 2010
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5,627,500 | 5,628 | 40,422 | (46,050 | ) | - | ||||||||||||||
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Common stock issued for services at $0.02 per share (unaudited)
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760,000 | 760 | 14,440 | - | 15,200 | |||||||||||||||
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Common stock issued for services at $0.55 per share (unaudited)
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1,545,455 | 1,545 | 848,455 | - | 850,000 | |||||||||||||||
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Net loss for the six months ended June 30, 2011 (unaudited)
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- | - | - | (184,650 | ) | (184,650 | ) | |||||||||||||
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Balance, June 30, 2011 (unaudited)
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7,932,955 | $ | 7,933 | $ | 903,317 | $ | (230,700 | ) | $ | 680,550 | ||||||||||
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The accompanying notes are an integral part of these financial statements
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NORTHUMBERLAND RESOURCES, INC.
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(An Exploration Stage Company)
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Statements of Cash Flows
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(Unaudited)
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From Inception
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on June 22,
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For the Six Months Ended
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2009 Through
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June 30,
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June 30,
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2011
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2010
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2011
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OPERATING ACTIVITIES
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Net loss
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$ | (184,650 | ) | $ | (26,568 | ) | $ | (230,700 | ) | |||
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Adjustments to reconcile net loss to
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net cash used by operating activities:
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Accretion expense
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5,199 | - | 5,199 | |||||||||
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Common stock issued for services
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15,200 | - | 15,200 | |||||||||
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Impairment of mineral property costs
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- | - | 3,500 | |||||||||
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Changes in operating assets and liabilities:
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Deposits
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(1,200 | ) | - | (1,200 | ) | |||||||
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Prepaid expenses
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(26,000 | ) | - | (26,000 | ) | |||||||
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Accounts payable
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17,152 | - | 17,152 | |||||||||
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Accounts payable, related parties
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953 | 5,281 | 953 | |||||||||
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Net Cash Used in Operating Activities
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(173,346 | ) | (21,287 | ) | (215,896 | ) | ||||||
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INVESTING ACTIVITIES
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Purchase of oil and gas properties
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(149,000 | ) | - | (152,500 | ) | |||||||
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Purchase of well operating equipment
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(111,000 | ) | - | (111,000 | ) | |||||||
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Net Cash Used in Investing Activities
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(260,000 | ) | - | (263,500 | ) | |||||||
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FINANCING ACTIVITIES
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Common stock issued for cash
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850,000 | - | 896,050 | |||||||||
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Net Cash Provided by Financing Activities
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850,000 | - | 896,050 | |||||||||
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NET INCREASE (DECREASE) IN CASH
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416,654 | (21,287 | ) | 416,654 | ||||||||
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CASH AT BEGINNING OF PERIOD
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- | 35,197 | - | |||||||||
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CASH AT END OF PERIOD
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$ | 416,654 | $ | 13,910 | $ | 416,654 | ||||||
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
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CASH PAID FOR:
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Interest
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$ | - | $ | - | $ | - | ||||||
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Income Taxes
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$ | - | $ | - | $ | - | ||||||
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NON-CASH FINANCING AND INVESTING ACTIVITES
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Increase in asset retirement obligations
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$ | 55,838 | $ | - | $ | 55,838 | ||||||
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The accompanying notes are an integral part of these financial statements.
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NORTHUMBERLAND RESOURCES, INC.
(An Exploration Stage Company)
Condensed Notes to Financial Statements
June 30, 2011 and December 31, 2010
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2011, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2010 audited financial statements. The results of operations for the period ended June 30, 2011 and 2010 are not necessarily indicative of the operating results for the full year.
NOTE 2 - GOING CONCERN
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
NORTHUMBERLAND RESOURCES, INC.
(An Exploration Stage Company)
Condensed Notes to Financial Statements
June 30, 2011 and December 31, 2010
(Unaudited)
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements.
Oil and Gas Properties
The Company uses the successful efforts method of accounting for oil and gas operations. Under this method of accounting, costs to acquire mineral interests in oil and gas properties, to drill and equip development wells, and to drill and equip exploratory wells that find proved reserves are capitalized. Depletion and depreciation of capitalized costs for producing oil and gas properties is calculated using the unit-of-production method based on estimates of proved producing oil and gas reserves on a field-by-field basis. Depletion and depreciation expense for the Company’s oil and gas properties was $-0- for the six months ended June 30, 2011.
The costs of unproved leaseholds and mineral interests are capitalized pending the results of exploration efforts. In addition, unproved leasehold costs are assessed periodically, on a property-by-property basis, and a loss is recognized to the extent, if any, the property has been impaired. This impairment will generally be based on geophysical or geologic data. For the six months ended June 30, 2011, there was no impairment of unproved leaseholds. Due to the perpetual nature of the Company’s ownership of the mineral interests, the drilling of a well, whether successful or unsuccessful, may not represent a complete test of all depths of interest. Therefore, at the time that a well is drilled, only a portion of the costs allocated to the acreage drilled may be expensed. As unproved leaseholds are determined to be productive, the related costs are transferred to proved leaseholds. The costs associated with unproved leaseholds and mineral interests that have been allowed to expire are charged to exploration expense.
The Company evaluates impairment of its property and equipment in accordance with ASC Topic 360, “Long-Lived Assets”. This standard requires that long-lived assets that are held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When it is determined that an asset’s estimated future net cash flows will not be sufficient to recover its carrying amount, an impairment charge must be recorded to reduce the carrying amount of the asset to its estimated fair value. Fair value is determined by reference to the present value of estimated future cash flows of such properties. During the six months ended June 30, 2011 there was no impairment of the Company’s long-lived assets.
The fair value of an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset. For the Company, asset retirement obligations (“ARO”) relate to the plugging and abandonment of drilled oil and gas properties. The amounts recognized are based upon numerous estimates including future retirement costs; future recoverable reserve quantities and reserve lives; and the credit-adjusted risk-free interest rate.
Exploration costs, including exploratory dry holes, annual delay rental and geological and geophysical costs are charged to expense when incurred.
NORTHUMBERLAND RESOURCES, INC.
(An Exploration Stage Company)
Condensed Notes to Financial Statements
June 30, 2011 and December 31, 2010
(Unaudited)
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)
Oil and Gas Properties (Continued)
Ceiling test
In applying the full cost method, the Company performs an impairment test (ceiling test) at each reporting date, whereby the carrying value of property and equipment is compared to the value of its proved reserves discounted at a ten percent interest rate of future net revenues, based on current economic and operating conditions, plus the cost of properties not being amortized, plus the lower of cost or fair market value of unproved properties included in costs being amortized, less the income tax effects related to book and tax basis differences of the properties.
Revenue Recognition
Revenues from the sale of oil and natural gas are recognized when the product is delivered at a fixed or determinable price, title has transferred, and collectability is reasonably assured and evidenced by a contract. For oil sales, this occurs when the customer takes delivery of oil from the operators’ storage tanks.
The Company follows the “sales method” of accounting for oil and natural gas revenue, so it recognizes revenue on all natural gas or crude oil sold to purchasers, regardless of whether the sales are proportionate to its ownership in the property. A receivable or liability is recognized only to the extent that the Company has an imbalance on a specific property greater than its share of the expected remaining proved reserves.
NOTE 4 - RELATED PARTY PAYABLES
The Company owed $953 and $-0- to related parties as of June 30, 2011 and December 31, 2010, respectively. The liabilities are non-interest bearing, unsecured, and due upon demand.
NOTE 5 – COMMON STOCK
On January 17, 2011, the Company issued 360,000 common shares to a related party at $0.02 per share for consulting services valued at $7,200.
On February 8, 2011 the Company issued 40,000 shares of common stock to members of the Board of Directors at $0.02 per share for services rendered valued at $800.
On March 20, 2011, the Company issued 545,455 shares of common stock at $0.55 per share for $300,000 in cash.
On April 1, 2011, the Company issued 360,000 common shares to a related party at $0.02 per share for consulting services valued at $7,200.
NORTHUMBERLAND RESOURCES, INC.
(An Exploration Stage Company)
Condensed Notes to Financial Statements
June 30, 2011 and December 31, 2010
(Unaudited)
NOTE 5 – COMMON STOCK (Continued)
On May 28, 2011, the Company issued 90,909 shares of common stock at $0.55 per share for $50,000 in cash.
On June 10, 2011, the Company issued 909,091 shares of common stock at $0.55 per share for $500,000 in cash.
NOTE 6 – COMMITMENTS
Director Fees
The Company entered into an agreement to pay two of its officers a director’s fee of $1,000 per month beginning on February 1, 2011.
Lease Agreement
In January, 2011 the Company entered into a lease agreement with a related party to lease office space. The term of the lease is for one year commencing on February 1, 2011. The Company agreed to make monthly lease payments of $400 per month along with a refundable security deposit of $1,200.
Consulting Agreements
On January 17, 2011, the Company entered into a consulting agreement with a related party to act as a consultant in the areas of corporate growth, acquisitions, accounting, business affairs, business operations, financial and public company compliance for a period of twelve months commencing January 1, 2011 and continuing through December 31, 2011. The Company agreed to pay the consultant a fee $12,000 upon signing the agreement and $12,000 per month for consulting services during the term of the agreement and a minimum of $2,000 per month for expenses. The Company also issued the consultant 360,000 common shares as compensation for services to be performed over the course of the contract term.
On April 1, 2011, the Company entered into a consulting agreement with a second related party to act as a public relations consultant for a period of three months commencing April 1, 2011 and continuing through June 30, 2011. The Company agreed to pay the consultant a fee $6,000 upon signing the agreement and $6,000 per month for consulting services during the term of the agreement and a minimum of $2,000 per month for expenses. The Company also issued the consultant 360,000 common shares as compensation for services to be performed over the course of the contract term.
NOTE 7 – OIL AND GAS LEASES
On April 1, 2011, the Company purchased at auction certain oil and gas leases in Pratt County, Kansas for $260,000. Prior to the auction, the Company made a deposit of $52,000 on the oil and gas leases. The Company paid the $208,000 balance, less certain small tax allowances, on April 13, 2011.
NORTHUMBERLAND RESOURCES, INC.
(An Exploration Stage Company)
Condensed Notes to Financial Statements
June 30, 2011 and December 31, 2010
(Unaudited)
NOTE 7 – OIL AND GAS LEASES (Continued)
During the six months ended June 30, 2011, the Company established an asset retirement liability of $61,037 for nine wells located in Pratt County, Kansas. The wells have an estimated useful life of 20 years. The accretion expense recorded for the six months ended June 30, 2011 was $5,199.
NOTE 8 – SUBSEQUENT EVENTS
On July 1, 2011, the Company purchased a 30 percent working interest on an 81.5 percent net revenue interest in an unproved oil and gas well located in Cowley County, KS. The Company paid $17,220 for the lease on 640 acres at $85 per acre. The Company is currently in the process of initial exploration and is accounting for the well under the successful efforts method of accounting.
On July 7, 2011, the Company purchased a 20 percent working interest on an 69.5 percent net revenue interest in a proved and producing oil and gas well located in Cowley County, KS. The Company paid $71,405 for lease on 80 acres at $2,656 per acre. The well is currently producing approximately two to three barrels per day and the Company is accounting for the well under the full cost method of accounting.
In accordance with ASC 855-10, the Company’s management has reviewed all material events and there are no additional material subsequent events to report.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward-looking statements
This quarterly report on Form 10-Q contains “forward-looking statements” relating to the registrant which represent the registrant’s current expectations or beliefs, including statements concerning registrant’s operations, performance, financial condition and growth. For this purpose, any statement contained in this quarterly report on Form 10-Q that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as “may”, “anticipation”, “intend”, “could”, “estimate”, or “continue” or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel and variability of quarterly results, ability of registrant to continue its growth strategy and competition, certain of which are beyond the registrant’s control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.
The following discussion and analysis should be read in conjunction with the information set forth in the Company’s audited financial statements for the period ended December 31, 2010.
Overview
We are in the business of precious minerals exploration and oil and gas exploration and production. On March 31st, 2011 Northumberland (NHUR) was a successful bidder at the Evenson Oil Production Auction in Wichita, Kansas. NHUR acquired the Mason, Thompson, Keyes and Harrell leases inclusive of all production and improvements. The leases were purchased at auction from REH Oil & Gas LLC. The leases of 280 acres located in the Sawyer field in Pratt County Kansas and 120 acres located in the Wildcat field, filed in Pratt County Kansas, were purchased for Two Hundred Sixty Thousand Dollars. The descriptions of such leases are attached as an Exhibit to our Form 8K filed March 31, 2011. Management anticipates these acquisitions to commence cash revenue flow to start September 1, 2011. No cash revenue was generated in the comparative 2010 quarter(s). Management believes oil and gas exploration and production will result in a faster analysis and potential return on investment to NHUR shareholders in comparison to the development of mineral leases held by the company in 2010.
Management did not renew four mineral claims, collectively named the “BARD 1-4 Property,” situated in the Paymaster Canyon area of Esmeralda County in west-central Nevada. We do not have any current plans to acquire interests in additional mineral properties, though we may consider such acquisitions in the future.
There was no assurance that a commercially viable precious minerals deposit existed on the BARD 1-4 Property and further development was abandoned.
Plan of Operation
Our plan of operations is to further develop our recent oil and gas acquisitions in Kansas and carry out further exploration and acquisition in the oil and gas sectors. NHUR plans to upgrade the facilities on its newly acquired Mason, Thompson, Keyes and Harrell leases with the objective to improve current oil and gas production
Results of Operations
Three months Ended June 30, 2011
Revenues
We did not generate revenue during the reporting period.
Expenses
We incurred operating expenses in the amount of $133,643 during the three months ended June 30, 2011, compared to $12,677 for the corresponding period in 2010. The 2011 operating expenses consisted primarily of $107,208 in general and administrative expenses, and $17,368 in exploration costs.
Net Loss
We incurred a net loss from operations of $133,643 during the three months ended June 30, 2011, compared to a net loss of $12,677 during the corresponding period in 2010. The increase resulted primarily from increased general and administrative expenses and exploration costs incurred during 2011.
Six months Ended June 30, 2011
Revenues
We did not generate revenue during the reporting period.
Expenses
We incurred operating expenses in the amount of $184,650 during the six months ended June 30, 2011, compared to $26,568 for the corresponding period in 2010. The 2011 operating expenses consisted primarily of $114,315 in general and administrative expenses, and $44,823 in professional fees.
Net Loss
We incurred a net loss from operations of $184,650 during the six months ended June 30, 2011, compared to a net loss of $26,568 during the corresponding period in 2010. The increase resulted primarily from increased professional fees and general and administrative expenses incurred during 2011.
LIQUIDITY AND CAPITAL RESOURCES
Since its inception, the Company has financed its cash requirements from the sale of common stock. Uses of funds have included activities to establish our business, professional fees and other general and administrative expenses.
The Company’s principal sources of liquidity as of June 30, 2011 consisted of $416,654 in cash and a shareholder loan facility from a director and principal shareholder.
We believe the Company will have adequate resources to implement its strategic objectives in upcoming quarters. Due to our lack of operating history and present inability to generate revenues, however, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern.
Material Events and Uncertainties
Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable exploration stage companies.
There can be no assurance that we will successfully address such risks, expenses and difficulties.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures
As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer (the “Certifying Officers”) of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e)) under the Exchange Act. Based on that evaluation, the Certifying Officers have concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations.
Internal control over financial reporting
The Certifying Officers reviewed our internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f)) under the Exchange Act as of the Evaluation Date and concluded that no changes occurred in such control or in other factors during the quarter ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against us.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On March 20, 2011 the Board of Directors approved a private offering of 2,000,000 shares of its common stock, with an offering price of $0.55 per share. The proceeds from this offering shall be used for project development and operating expenses.
On March 30, 2011 the company received $300,000 from this offering and will issue 545,455 shares to the subscriber.
On May 28, 2011 the company received $50,000 from this offering and will issue 90,909 shares to the subscriber.
On June 10, 2011 the company received $500,000 from this offering and will issue 909,091 shares to the subscriber.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company has no senior securities outstanding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended June 30, 2011, no matters were submitted to a vote of the Company’s security holders, through the solicitation of proxies or otherwise.
ITEM 5. OTHER INFORMATION
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(a)
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Form 8K filed February 8, 2011 change of directors.
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(b)
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Form 8K filed April 6, 2011 acquisition of assets.
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ITEM 6. EXHIBITS
EXHIBIT INDEX
Number
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Exhibit Description
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3.1
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Articles of Incorporation of Northumberland Resources, Inc.*
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3.2
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Bylaws of Northumberland Resources, Inc.*
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31.1
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Certificate of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certificate of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certificate of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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* Filed as an exhibit to our registration statement on Form S-1 filed March 9, 2010 and incorporated herein by this reference
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NORTHUMBERLAND RESOURCES, INC.
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/s/ Fortunato Villamagna
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Fortunato Villamagna
President (Principal Executive Officer)
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| /s/ Peter Hewitt | ||
| Peter Hewitt | ||
| Secretary, CFO (Principal Accounting Officer) |
August 19, 2011