UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended August 31, 2011

 

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

Commission File No. 333-111652

 

NORTHRIDGE VENTURES INC.

(Exact name of registrant as specified in its charter)

 

Nevada	98-0449083
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification number)
2325 Hurontario Street, Suite 204, Mississauga, Ontario	L5A 4K4
(Address of principal executive offices)	(Zip Code)

 

Registrant's telephone number: (647) 294-8537

 

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No £

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes S No £

 

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

 

Large accelerated filer £		Accelerated filer £
Non-accelerated filer £		Smaller reporting company S

 

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

 

As of October 11, 2011, the Issuer had 14,000,000 shares of its Common Stock outstanding.

 

Transitional Small Business Disclosure Format (Check one): Yes £ No S

 

 

 

 

Part I -- Financial Information

 

Item 1. Financial Statements

 

NORTHRIDGE VENTURES INC.

(A development stage company)

 

Balance Sheets

(Unaudited - Prepared by Management)

(Expressed in U.S. Dollars)

		August 31, 2011				May 31, 2011
ASSETS
Current
Cash		$	326			$	350
Prepaid expenses			—				12,205
Total current assets		$	326			$	12,555
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current
Promissory note		$	63,900			$	61,200
Accounts payable and accrued liabilities			16,597				7,270
Total current liabilities			80,497				68,470
STOCKHOLDERS’ EQUITY (Deficiency)
Share capital
Preferred stock, $0.0001 par value; 200,000 shares authorized; no shares issued			—				—
Common stock, $0.0001 par value; 800,000,000 shares authorized; 14,000,000 shares issued			1,400				1,400
Additional paid-in capital			315,150				315,150
(Deficit) accumulated during the development stage			(396,721	)			(372,465	)
Total stockholders' equity (deficiency)			(80,171	)			(55,915	)
Total liabilities and stockholders' equity		$	326			$	12,555

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

NORTHRIDGE VENTURES INC.

(A development stage company)

 

Statements of Operations

(Unaudited - Prepared by Management)

(Expressed in U.S. Dollars)

		Cumulative March 18, 2003 (inception) to				Three months ended
		August 31, 2011				August 31, 2011				August 31, 2011
Revenue		$	77			$	—			$	—
Expenses
Interest and bank charges			12,973				2,724				—
Professional fees			138,247				8,662				5,375
General and administrative expenses			8,368				439				—
Consulting fee			149,294				12,205				16,382
Transfer agent			7,928				226				226
Website maintenance			2,019				—				—
Impairment of mineral property			9,798				—				—
Write off of Website Development Costs			32,083				—				—
Amortization of Website Development Costs			37,917				—				—
Total expenses			(398,627	)			(24,256	)			(21,983	)
Other Income (Loss)
Foreign exchange gain (loss)			1,829				—				—
Net loss and comprehensive loss for the period		$	(396,721	)		$	(24,256	)		$	(21,983	)
(Loss) per share
- basic and diluted						$	(0.02	)		$	(0.03	)
Weighted average number of
common shares outstanding
- basic and diluted							14,000,000				800,000

 

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

 

NORTHRIDGE VENTURES INC.

(A development stage company)

 

Statements of Cash Flows

(Unaudited - Prepared by Management)

(Expressed in U.S. Dollars)

		Cumulative Amounts March 18, 2003 (inception) to				Three months ended
		August 31, 2011				August 31, 2011				August 31, 2011
Cash flows from (used in) operating activities
(Loss) for the period		$	(396,721	)		$	(24,256	)		$	(21,983	)
Adjustment to reconcile (loss) to net cash used in operating activities:
-  amortization of website development costs			37,917				—				—
-  accrued interest expenses			9,900				2,700				—
-  write off of website development costs			32,083				—				—
-  impairment of mineral property			9,798				—				—
Changes in assets and liabilities:
-  (increase) decrease in prepaid expenses			—				12,205				16,382
- increase (decrease) in accounts payable and accrued liabilities			16,597				9,327				5,601
Net cash from (used in) operating activities			(290,426	)			(24	)			—
Cash flows (used in) investing activities
Acquisition of mining properties			(9,798	)			—				—
Website development costs			(70,000	)			—				—
Net cash from (used in) investing activities			(79,798	)			—				—
Cash flows from (used in) financing activities
Proceeds from issuance of promissory note			54,000				—				—
Proceeds from issuance of common stock			316,550				—				—
Net cash flows from (used in) financing activities			370,550				—				—
Increase (decrease) in cash and cash equivalents			326				(24	)			—
Cash and cash equivalents, beginning of period			—				350				—
Cash and cash equivalents, end of period		$	326			$	326			$	—

 

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

 

NOTE 1 - INCORPORATION AND CONTINUANCE OF OPERATIONS

 

The Company, formerly known as Portaltochina.com, Inc. was formed on March 18, 2003 under the laws of the State of Nevada. The Company was in the business of operating an internet portal featuring Chinese business. On May 13, 2010, the Company changed its name to Northridge Ventures Inc. The Company is considered an exploration stage company as defined in FASB Accounting Standards Codification (“ASC”) 915.

 

On May 13, 2010, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock from 100 million shares with a par value of $0.0001 to 800 million shares ($0.0001 par value), and to authorize 200 million shares of preferred stock ($0.0001 par value). On June 3, 2010, the Company effected a 1-for-10 reverse split of the Company’s common stock, resulting in the Company’s authorized common stock being reduced from 800 million shares ($0.0001 par value) to 80 million shares ($0.0001 par value). On August 19, 2010, the Company amended its Articles of Incorporation to increase its authorized capital to 800 million shares of common stock (par value $0.0001) and 200 million shares of preferred stock (par value $0.0001). All prior periods presented have been adjusted to reflect the impact of this reverse stock split, including basic and diluted weighted-average shares and shares issued and outstanding.

 

Since its formation, the Company has not yet realized any revenues from its operations. Currently, the Company is primarily engaged in the acquisition and exploration of mining properties. Upon location of a commercially minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage. On October 8, 2010, the Company acquired a 100% interest in two non-contiguous mineral exploration licenses comprising 19 claims located along southeastern Labrador, approximately 13 kilometers northeast of the community of Charlottetown in Labrador, Canada, having a total area of 475 hectares (1,174) at a total cost to the Company of CAD$10,000. As a result of the acquisition, the Company changed its business to mineral exploration and abandoned its former business, including all planned internet related development.

 

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred operating losses and requires additional funds to maintain its operations. Management’s plans in this regard are to raise equity financing as required.

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

(a) Cash and Cash Equivalents

 

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. As at August 31, 2011 and May 31, 2011, there were no cash equivalents.

 

(b) Accounting Estimates

 

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

 

(c) Advertising Expenses

 

The Company expenses advertising costs as incurred. There was no advertising expenses incurred by the Company for the three month periods ended August 31, 2011.

 

(d) Loss Per Share

 

Basic earnings or loss per share is based on the weighted average number of shares outstanding during the period of the financial statements. Diluted earnings or loss per share are based on the weighted average number of common shares outstanding and dilutive common stock equivalents. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value, when applicable. Diluted loss per share is equivalent to basic loss per share because there are no potential dilutive securities.

 

(e) Concentration of Credit Risk

 

The Company places its cash and cash equivalents with high credit quality financial institutions. As of August 31, 2011, the Company had $Nil in a bank beyond insured limits (May 31, 2011: $Nil).

 

(f) Foreign Currency Transactions

 

The Company is located and operating outside of the United States of America. It maintains its accounting records in U.S. Dollars, as follows:

 

At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are remeasured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.

 

(g) Fair Value of Financial Instruments

 

The Company values its financial instruments as required by ASC 320-12-65. The estimated fair value amounts have been determined by the Company using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

 

The Company’s financial instruments primarily consist of cash and cash equivalents, accounts payable and accrued liabilities, and promissory notes.

 

As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at the respective reporting periods.

 

ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

 

·         Level one – Quoted market prices in active markets for identical assets or liabilities;

·         Level two – Inputs other than level one inputs that are either directly or indirectly observable; and

·         Level three – Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

 

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.

 

The carrying values of cash and cash equivalents, accounts payable, other payables and promissory notes approximate fair values due to their short maturities.

 

(h) Income Taxes

 

The Company has adopted ASC 740, Accounting for Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

 

(i) Long-Lived Assets

 

Long-lived assets and certain identifiable intangibles to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows and the estimated liquidation value of such long-lived assets, and provides for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the long-lived assets. If impairment exists, an adjustment is made to write the asset down to its fair value and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market value, discounted cash flows, or internal and external appraisals, as applicable. Assets to be disposed of, when applicable, are carried at the lower of carrying value or estimated net realizable value.

 

(j) Stock-Based Compensation

 

The Company adopted ASC Topic 718-10, Comprehensive – Stock Comprehensive – Overall to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. SFAS No. 123 (revised) requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. The Company did not grant any stock options during the three month periods ended August 31, 2011 and 2010.

 

(k) Comprehensive Income

 

The Company adopted ASC Topic 220-10, Comprehensive Income - Overall, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statements of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has no elements of “other comprehensive income” for the three month periods ended August 31, 2011 and 2010.

 

(l) Prepaid Expenses

 

Certain expenses, primarily professional fees, have been prepaid and will be used within one year.

 

(m) Mineral Property Payments and Exploration Costs

 

Mineral property acquisition costs are initially capitalized as tangible assets when purchased. The Company assesses the carrying costs for impairment when indicators of impairment exist. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated total recoverable proven and probable reserves.

 

Mineral property exploration and development costs are expensed as incurred until the establishment of economically viable reserves.

 

(n) Impairment of Long-Lived Assets

 

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. An impairment loss is measured and recorded based on discounted estimated future cash flows. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups.

 

(o) Comparative Figure

 

Certain comparative figures have been reclassified to conform to the presentation adopted in the current year.

 

(p) Newly Adopted Accounting Pronouncements and New Accounting Pronouncements

 

On June 1, 2011, the Company adopted ASU No. 2010-06, fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers.  Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. The adoption of this ASU does not have a material impact on our financial statements.

 

On June 1, 2011, the Company adopted ASC No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which eliminates the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events.  The adoption of ASC No. 2010-09 does not have a material impact on the Company’s financial statements

 

On June 1, 2011, the Company adopted ASU No. 2010-13, which provides detailed information for the classification of an employee share based payment award with an exercise price denominated in the currency of a market in which the underlying security trades.  The adoption of ASU No. 2010-13 does not have a material impact on the Company’s financial statements.

 

In May 2011, the FASB issued ASU 2011-04,an accounting pronouncement related to fair value measurement (FASB ASC Topic 820), which amends current guidance to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards. The amendments generally represent clarification of FASB ASC Topic 820, but also include instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company does not anticipate that the guidance will have an impact on the Company’s financial statements.

 

In June 2011, the FASB issued Accounting Standards Update (ASU) 2011-05, an accounting pronouncement that provides new guidance on the presentation of comprehensive income (FASB ASC Topic 220) in financial statements. Entities are required to present total comprehensive income either in a single, continuous statement of comprehensive income or in two separate, but consecutive, statements. Under the single-statement approach, entities must include the components of net income, a total for net income, the components of other comprehensive income and a total for comprehensive income. Under the two-statement approach, entities must report an income statement and, immediately following, a statement of other comprehensive income. Under either method, entities must display adjustments for items reclassified from other comprehensive income to net income in both net income and other comprehensive income.

 

The provisions for this pronouncement are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. The Company does not anticipate that the guidance will have an impact on the Company’s financial statements.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

 

NOTE 3 – MINERAL PROPERTY INTEREST

 

On October 8, 2010, the Company acquired a 100% interest in two non-contiguous mineral exploration licenses (license numbers 017985M and 017987M) comprising 17 claims located along south-eastern coastal Labrador, approximately 13 kilometers northeast of the community of Charlottetown in Labrador, Canada, having a total area of 425 hectares (1,054.8 acres). The closing of the acquisition took place on December 17, 2010. The Company paid the agreed-upon amount of $9,798 (CAD$10,000) to the seller of the mineral licenses, who is the son of the Company’s majority stockholder.

 

Under Newfoundland law, our mineral licenses may be held for one year after the date of Issuance Date, and thereafter from year to year if, on or before the anniversary date, we perform assessment work on the underlying claims having a minimum value of not less than C$200 per claim in the first year, C$250 per claim in the second year, and C$300 per claim in the third year. If we are unable to complete the assessment work required to be done in any twelve month period, we can maintain our claims in good standing by posting a cash security deposit for the amount of the deficiency. When the deficient work is completed and accepted the security deposit will be refunded. Otherwise, the security deposit will be forfeited. If we do not comply with these maintenance requirements, then we will forfeit our claims at the end of the anniversary date for each respective claim. All of our claims are presently in good standing, which means that they are free and clear of all work and/or monetary holding requirements.

 

During the year ended May 31, 2011, the Company was operated with a working capital deficit, was unable to obtain the funding to carry out the technical report in its mineral claims, has no expertise in the exploration and mining sector and was unable to determine if commercially producible reserves of valuable minerals exist in the Company’s mineral property, which serve as the indicators of impairment on the Company’s mineral property. As the result of the above impairment assessment, the Company wrote off the carrying cost of mineral property interest of $9,798 during fiscal year 2011.

 

NOTE 4 – PROMISSORY NOTE

 

On October 8, 2010, the Company issued a promissory note to an unaffiliated third party for $54,000. The note is due and payable on October 8, 2011 and accrues interest at the rate of 20% per annum, calculated semi-annually, payable on the due date. As of August 31, 2011, the carrying value of the promissory note is $63,900, including accrued interest of $9,900. The promissory note is due on October 8, 2011, it has not been repaid or renewed, and the Company continues to accrue interest until repayment.

 

NOTE 5 - PREFERRED AND COMMON STOCK

 

Common Stock

 

The Company is authorized to issue up to 800,000,000 shares of common stock, par value $0.0001 per share. Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

 

On October 11, 2010, the Company sold 13,200,000 shares of common stock at $0.005 per share through a private placement to a controlling shareholder. The gross proceeds of the private placement was $66,000. No shares of common stock were issued during the three month period ended August 31, 2011.

 

As of August 31, 2011 and May 31, 2011, the Company had a total of 14,000,000 shares of common stock outstanding.

 

Preferred Stock

 

The Company is authorized to issue up to 200,000,000 shares of preferred stock, par value $0.0001 per share. No shares of preferred stock have been issued.

 

 

Item 2. Management's Discussion and Analysis or Plan of Operations

 

The following discussion and analysis of our plan of operation should be read in conjunction with the financial statements and the related notes. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Description of Business" and elsewhere in this annual report.

 

Our business is in the early stages of development. We have not generated revenue since the date of inception, but have suffered recurring losses and net cash outflows from operations. We expect to continue to incur substantial losses to implement our business plan until we obtain an interest in a property, find mineralized material, delineate an ore body, and begin profitably removing and selling minerals. We have no proven or probable mineral reserves, and there is no assurance that any mineral claims that we now have or may acquire in the future will contain commercially exploitable reserves of valuable minerals.

 

To date, our activities have been financed from the proceeds of share subscriptions and loans from management and non-affiliated third parties. We have not established any other source of equity or debt financing and there can be no assurance that we will be able to obtain sufficient funds to implement our business plan. As a result of the foregoing, our auditors have expressed substantial doubt about our ability to continue as a going concern. If we cannot continue as a going concern, then our investors may lose all of their investment.

 

No Operating History

 

We have only just changed our business to mineral exploration. We have no operations upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of properties we may secure, and possible cost overruns due to price and cost increases in services.

 

Results of Operations

 

We have not earned any meaningful revenue since inception on March 18, 2003. We do not anticipate earning revenue until such time as we have entered into commercial production of the Paradise River Property. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable reserves of valuable minerals on the Paradise River Property, or that if such resources are discovered that we will commercially produce them.

 

We posted an operating loss of $24,256 for the three month period ended August 31, 2011, due primarily to consulting fees of $12,205, legal and accounting fees of $8,662 and $2,724 in bank charges and interest expenses. This was an increase from our operating loss of $21,983 for the same period in the previous fiscal year.

 

Consulting fees during the period were charged for preparation of the Company’s securities filings and EDGAR filing services.

 

Liquidity and Capital Resources

 

As of August 31, 2011, we had total assets of $326, comprised entirely of cash. This is a decrease from $12,555 in total assets as of May 31, 2011. The decrease was primarily attributable to the rendering of prepaid professional and consulting fees.

 

As of August 31, 2011, our total liabilities increased to $80,497 from $68,470 as of May 31, 2011. This increase primarily resulted from debts owing in respect of professional fees and accrued interest expenses.

 

On October 8, 2010, we secured a loan of $54,000 from an unaffiliated third party at an interest rate of 20% on the unpaid balance, calculated semi-annually. As of August 31, 2011, the loan has accrued $9,900 in interest. The loan and all accrued interest are due and payable on October 8, 2011, it has not been repaid or renewed, and the Company continues to accrue interest until repayment.

 

We do not presently have sufficient working capital and therefore will need to obtain financing to sustain our present level of operations for the next 12 months, or to acquire additional mineral properties or to commission the preparation of a Technical Report on the Paradise River Property.

 

On March 18, 2011, we filed a registration statement on Form S-1, to offer to the public a minimum of 15,000,000 and a maximum of 24,000,000 shares of our common stock at $0.005 per share. The shares will be sold by on a best efforts basis. No broker-dealer is participating in the offering and no sales commission will be paid to any person in connection with the offering. We intend to use the proceeds to pay for debt repayment, acquire mineral exploration properties, prospecting, professional fees and working capital.

 

If we are unable to sell all of the shares offered through our registration statement, we will be required to pursue sources of additional capital to fund the acquisition of additional mineral properties and the preparation of the Technical Report, including joint venture projects and debt or equity financings. 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. Therefore any debt financing of our acquisition or exploration activities may be very costly and result in substantial dilution to our stockholders.

 

Future financing through equity investments is likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.

 

Our ability to obtain needed financing may be impaired by such factors as the capital markets, both generally and specifically in the mining industry, and the fact that we have not been profitable, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenue from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

 

There is no assurance that we will be able to obtain financing on terms satisfactory to us, or at all. We do not have any arrangements in place for any future financing. If we are unable to secure additional funding, we may cease or suspend operations. We have no plans, arrangements or contingencies in place in the event that we cease operations.

 

Item 3. Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by the quarterly report, being August 31, 2010, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's president. Based upon that evaluation, our company's president concluded that our company's disclosure controls and procedures are not effective as at the end of the period covered by this report. There have been no significant changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

 

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our president and secretary as appropriate, to allow timely decisions regarding required disclosure.

 

Part II. Other Information

 

Item 1. Legal Proceedings

 

Neither Northridge Ventures Inc., nor any of its officers or directors is a party to any material legal proceeding or litigation and such persons know of no material legal proceeding or contemplated or threatened litigation. There are no judgments against Northridge Ventures Inc. or its officers or directors. None of our officers or directors have been convicted of a felony or misdemeanor relating to securities or performance in corporate office.

 

Item 6. Exhibits

 

(a)	Exhibit	Description
	31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Signatures

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	NORTHRIDGE VENTURES INC.
Date: October 11, 2011	/s/ Caroline Rechia
	Caroline Rechia
	President, Chief Executive Officer,
	Chief Financial Officer and
	Principal Accounting Officer