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

                                    FORM 10-Q

                 Quarterly Report under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934

                For the quarterly period ended December 31, 2011

                        Commission File Number 333-144840


                             NORTHERN MINERALS INC.
                 (Name of small business issuer in its charter)

        Nevada                                                   20-8624019
(State of incorporation)                                (IRS Employer ID Number)

                                167 Caulder Drive
                        Oakville, Ontario, Canada L6J 4T2
                                 (905) 248-3277
          (Address and telephone number of principal executive offices)

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

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.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 [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] 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.

Large accelerated filer [ ]                        Accelerated Filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if Smaller reporting company)

There were 5,400,000 shares of Common Stock outstanding as of February 13, 2012.

ITEM 1. FINANCIAL STATEMENTS. The un-audited quarterly financial statements for the period ended December 31, 2011, prepared by the company, immediately follow. 2
NORTHERN MINERALS INC. (An Exploration Stage Company) Balance Sheet -------------------------------------------------------------------------------- As of As of December 31, March 31, 2011 2011 -------- -------- ASSETS CURRENT ASSETS Cash $ 5,223 $ 2,493 -------- -------- TOTAL CURRENT ASSETS 5,223 2,493 -------- -------- $ 5,223 $ 2,493 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 820 $ 1,820 Loan from a director 42,800 27,300 -------- -------- TOTAL CURRENT LIABILITIES 43,620 29,120 TOTAL LIABILITIES 43,620 29,120 STOCKHOLDERS' EQUITY Common stock, ($0.001 par value, 75,000,000 shares authorized; 5,400,000 shares issued and outstanding as at December 31, 2011 and March 31, 2011 5,400 5,400 Additional paid-in capital 51,600 51,600 Deficit accumulated during exploration stage (95,397) (83,627) -------- -------- TOTAL STOCKHOLDERS' EQUITY (38,397) (26,627) -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 5,223 $ 2,493 ======== ======== See Notes to Financial Statements 3
NORTHERN MINERALS INC. (An Exploration Stage Company) Statement of Operations -------------------------------------------------------------------------------- March 5, 2007 Three Months Three Months Nine Months Nine Months (inception) Ended Ended Ended Ended through December 31, December 31, December 31, December 31, December 31, 2011 2010 2011 2010 2011 ---------- ---------- ---------- ---------- ---------- REVENUES Revenues $ -- $ -- $ -- $ -- $ -- ---------- ---------- ---------- ---------- ---------- TOTAL REVENUES -- -- -- -- -- EXPENSES Professional Fees 1,500 1,500 9,000 7,000 43,500 General & Administrative Expenses 1,150 545 2,770 1,555 51,897 ---------- ---------- ---------- ---------- ---------- TOTAL GENERAL & ADMINISTRATIVE EXPENSES (2,650) (2,045) (11,770) (8,555) (95,397) ---------- ---------- ---------- ---------- ---------- NET INCOME (LOSS) $ (2,650) $ (2,045) $ (11,770) $ (8,555) $ (95,397) ========== ========== ========== ========== ========== BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) ========== ========== ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,400,000 5,400,000 5,400,000 5,400,000 ========== ========== ========== ========== See Notes to Financial Statements 4
NORTHERN MINERALS INC. (An Exploration Stage Company) Statement of Cash Flows -------------------------------------------------------------------------------- March 5, 2007 Nine Months Nine Months (inception) Ended Ended through December 31, December 31, December 31, 2011 2010 2011 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(11,770) $ (8,555) $(95,397) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Increase (decrease) in Accounts Payable (1,000) 160 820 -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (12,770) (8,395) (94,577) CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in Loan from a director 15,500 10,600 42,800 Issuance of common stock -- -- 57,000 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 15,500 10,600 99,800 -------- -------- -------- NET INCREASE (DECREASE) IN CASH 2,730 2,205 5,223 CASH AT BEGINNING OF PERIOD 2,493 248 -- -------- -------- -------- CASH AT END OF PERIOD $ 5,223 $ 2,453 $ 5,223 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during period for: Interest $ -- $ -- $ -- ======== ======== ======== Income Taxes $ -- $ -- $ -- ======== ======== ======== See Notes to Financial Statements 5
NORTHERN MINERALS INC. (An Exploration Stage Company) Notes to Financial Statements As at December 31, 2011 -------------------------------------------------------------------------------- NOTE 1 - NATURE AND PURPOSE OF BUSINESS Northern Minerals Inc. (the OCompanyO) was incorporated under the laws of the State of Nevada on March 5, 2007. The Company's activities to date have been limited to organization and capital formation. The Company is Oan exploration stage companyO and had acquired a series of mining claims for exploration. The Company conducted exploration activities and determined that its claims did not warrant any further exploration and now the Company is looking for new mining claims for exploration or other potential business opportunities. NOTE 2 - NATURE OF SIGNIFICANT ACCOUNTING POLICIES FINANCIAL STATEMENTS The accompanying interim financial statements of Northern Minerals Inc. for the three and nine months ended December 31, 2011, have been prepared by the Company without audit. In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows as of December 31, 2011, and for all periods presented herein, have been made, and all adjustments are of a normal, recurring nature. CASH AND CASH EQUIVALENTS The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents. REVENUE RECOGNITION The Company considers revenue to be recognized at the time the service is performed. USE OF ESTIMATES The preparation of the Company's financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's short-term financial instruments consist of cash and cash equivalents and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. During the year the Company did not maintain cash deposits at financial institution in excess of the $100,000 limit covered by the Federal Deposit Insurance Corporation. The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments. 6
NORTHERN MINERALS INC. (An Exploration Stage Company) Notes to Financial Statements As at December 31, 2011 -------------------------------------------------------------------------------- NOTE 2 - NATURE OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) EARNINGS PER SHARE Basic Earnings per Share (OEPSO) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrant. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company's common stock at the average market price during the period. Loss per share is unchanged on a diluted basis since the assumed exercise of common stock equivalents would have an anti-dilutive effect. INCOME TAXES Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. CONCENTRATION OF CREDIT RISK The Company does not have any concentration of related financial credit risk. RECENT ACCOUNTING PRONOUNCEMENTS The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact to its financial statements. 7
NORTHERN MINERALS INC. (An Exploration Stage Company) Notes to Financial Statements As at December 31, 2011 -------------------------------------------------------------------------------- NOTE 3 - MINERAL CLAIMS The Company has been in the exploration stage since its inception and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, "WHETHER MINERAL RIGHTS ARE TANGIBLE OR INTANGIBLE ASSETS". The Company assesses the carrying costs for impairment under SFAS No. 144, "ACCOUNTING FOR IMPAIRMENT OR DISPOSAL OF LONG LIVED ASSETS" at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. NOTE 4 - COMMON STOCK Transactions, other than employees' stock issuance, are in accordance with ASC No. 505. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with ASC No. 718. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable. On March 5, 2007 the Company issued 500,000 shares of common stock to Damian O'Hara, a director and 500,000 shares of common stock to Nicole O'Hara, a director, for cash in the amount of $0.005 per share for a total of $5,000. On March 29, 2007 the Company issued a total of 1,400,000 shares of common stock at $.005 per share to Damian O'Hara in repayment of $7,000 paid on behalf of the Company for the acquisition of the mining claims. On July 3, 2007 the Company issued 1,000,000 shares of common stock to Nicole O'Hara, a director, for cash in the amount of $0.005 per share for a total of $5,000. On February 18, 2008 the Company issued 2,000,000 shares of common stock to 30 unrelated investors in the Company's SB-2 offering for cash in the amount of $0.02 per share for a total of $40,000. 8
NORTHERN MINERALS INC. (An Exploration Stage Company) Notes to Financial Statements As at December 31, 2011 -------------------------------------------------------------------------------- NOTE 5 - RELATED PARTY TRANSACTIONS Damian O'Hara and Nicole O'Hara, the officers and directors of the Company may, in the future, become involved in other business opportunities as they become available, thus they may face a conflict in selecting between the Company and their other business opportunities. The Company has not formulated a policy for the resolution of such conflicts. As of December 31, 2011, $42,800 is owed to Damian O'Hara and is non interest bearing with no specific repayment terms. NOTE 6 - GOING CONCERN The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has no sales and has incurred a net loss of $95,397 since inception. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from any business the Company engages in. The financial statements do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act. The words "believes," "anticipates," "plans," "seeks," "expects," "intends" and similar expressions identify some of the forward-looking statements. Forward-looking statements are not guarantees of performance or future results and involve risks, uncertainties and assumptions. The factors discussed elsewhere in this Form 10-Q could also cause actual results to differ materially from those indicated by the Company's forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements. BUSINESS AND PLAN OF OPERATION Northern Minerals Inc. was incorporated in the State of Nevada on March 5, 2007 to engage in the acquisition, exploration and development of natural resource properties. We are an exploration stage company with no revenues or operating history. We received the results of Phase 1 and Phase 1A of the exploration program from the consulting geologist. The findings were not promising and management determined it was in the best interests of the shareholders to allow the claim to lapse. As a result, we are investigating other properties on which exploration could be conducted and other business opportunities to enhance shareholder value. During the next twelve months we anticipate spending approximately $8,500 on professional fees, including fees payable in complying with reporting obligations, and general administrative costs. LIQUIDITY AND CAPITAL RESOURCES Our cash in the bank at December 31, 2011 was $5,223 and outstanding liabilities were $43,620. We have sold $57,000 in equity securities since inception, $10,000 from the sale of 2,000,000 shares of stock to our officers and directors, $7,000 from the issuance of 1,400,000 shares of stock to a director in repayment of the funds paid by him for the acquisition of the mineral claim and $40,000 from the sale of 2,000,000 shares registered pursuant to our SB-2 Registration Statement which became effective on October 12, 2007. If we experience a shortfall of funds our directors have agreed to continue to loan us funds, however they have no obligation to do so. RESULTS OF OPERATIONS We are still in our development stage and have no revenues to date. Our net loss since inception through December 31, 2011 was $95,397. We incurred operating expenses of $2,650 and $2,045 for the three months ended December 31, 2011 and 2010, respectively. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business and the filing of our required statements with the Securities and Exchange Commission. We incurred operating expenses of $11,770 and $8,555 for the nine months ended December 31, 2011 and 2010, respectively. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business and the filing of our required statements with the Securities and Exchange Commission. 10
If we experience a shortage of funds we may utilize funds from our directors, who have informally agreed to advance funds, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to the company. If they fail to do so we may be required to terminate our business. We are an exploration stage company and have generated no revenue to date. Through December 31, 2011 the directors had loaned the company $42,800. Through December 31, 2011 we had sold $57,000 in equity securities to pay for our business operations. On February 18, 2008, we closed our offering pursuant to a SB-2 Registration Statement filed with the U.S. Securities and Exchange Commission, which became effective on October 12, 2007. We sold 2,000,000 shares of common stock to 30 unaffiliated shareholders at $.02 per share for total proceeds of $40,000. Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach that point. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. ITEM 4. CONTROLS AND PROCEDURES. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Management maintains "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in Northern Minerals' Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2011. Based on that evaluation, management concluded, as of the end of the period covered by this report, that Northern Minerals' disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission's rules and forms. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING As of the end of the period covered by this report, there have been no changes in Northern Minerals' internal controls over financial reporting during the quarter ended December 31, 2011, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management's last evaluation. 11
PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. Northern Minerals Inc. is not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions. ITEM 1A. RISK FACTORS. There has been no change to the Risk Factors disclosed in our Form 10-K filed with the Securities and Exchange Commission for the year ended March 31, 2011. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. There were no sales of unregistered securities during the period covered by this report. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. There were no defaults upon senior securities during the period covered by this report. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There were no matters submitted to a vote of security holders during the period covered by this report. ITEM 5. OTHER INFORMATION. The following events were reported on Form 8-K/A as filed on November 3, 2011: (A) RESIGNATION OF MALCOLM L. POLLARD, INC. On October 24, 2011, we were notified of the retirement of our principal independent accountant, Malcolm L. Pollard, Inc., due to his retirement he has declined to stand for re-election. MALCOLM L. POLLARD has served as our principal independent accountant from November 8, 2010 through October 24, 2011. The principal independent accountant's report issued by Malcolm L. Pollard for the years ended March 31, 2011 and 2010 did not contain any adverse opinion or disclaimer of opinion and it was not modified as to uncertainty, audit scope, or accounting principles, other than their opinion, based on our lack of operations and our net losses, there was substantial doubt about our ability to continue as a going concern. The financial statements did not include any adjustments that might have resulted from the outcome of that uncertainty. We are able to report that during the year ended March 31, 2011 through October 24, 2011 there were no disagreements with Malcolm L. Pollard, Inc., our former principal independent accountant, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Malcolm L. Pollard, Inc.'s satisfaction, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports on our consolidated financial statements for such periods. We have requested that he furnish us with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not he disagrees with the above statements and he has provided us with a letter that was attached as Exhibit 16 to the Form 8-K/A. 12
(B) ENGAGEMENT OF HAMILTON PC On October 27, 2011, upon authorization and approval of the Company's Board of Directors, the Company engaged the services of Hamilton PC as its independent registered public accounting firm. No consultations occurred between the Company and Hamilton PC during the years ended March 31, 2011 and 2010 and through October 27, 2011 regarding either: (i) the application of accounting principles to a specific completed or contemplated transaction, the type of audit opinion that might be rendered on the Company's financial statements, or other information provided that was an important factor considered by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue, or (ii) any matter that was the subject of disagreement or a reportable event requiring disclosure under Item 304(a)(1)(iv) of Regulation S-K. ITEM 6. EXHIBITS. The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed under SEC File Number 333-144840, at the SEC website at www.sec.gov: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31 Rule 13a-14(a)/15d-14(a) Certification 32 Certification Pursuant to 18 U.S.C. 1350 101 Interactive data files pursuant to Rule 405 of Regulation S-T 13
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. February 13, 2012 Northern Minerals Inc., Registrant /s/ Damian O'Hara ---------------------------------------- By: Damian O'Hara, President & Director (Chief Executive Officer, Principal Financial Officer & Principal Accounting Officer) /s/ Nicole O'Hara ---------------------------------------- By: Nicole O'Hara (Director, Secretary) In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Damian O'Hara February 13, 2012 --------------------------------------------- ----------------- Damian O'Hara, President & Director Date (Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer) /s/ Nicole O'Hara February 13, 2012 --------------------------------------------- ----------------- Nicole O'Hara, Secretary & Director Date 1