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EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - NORTH SPRINGS RESOURCES CORP.f10q013112_ex31z1.htm
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATION - NORTH SPRINGS RESOURCES CORP.f10q013112_ex31z2.htm
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - NORTH SPRINGS RESOURCES CORP.f10q013112_ex32z1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 


FORM 10-Q


   X .    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2012


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

For the transition period from ______ to _______


Commission File Number 333-167217


NORTH SPRINGS RESOURCES CORP.

(Exact name of registrant as specified in its charter)


 

 

 

Nevada

 

68-0678790

(State of incorporation)

 

(I.R.S. Employer Identification No.)


200 S Virginia, 8th Floor

Reno, NV 89501

(Address of principal executive offices)


Phone: (775) 398-3078

(Registrant’s telephone number)


with a copy to:

Parsons/Burnett/Bjordahl/Hume, LLP

James B. Parsons

1850 Skyline Tower

10900 NE 4th Street

Bellevue, WA 98004


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 (§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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .


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


As of March 21, 2012, there were 696,000,000 shares of the registrant’s $.001 par value common stock issued and outstanding.






NORTH SPRINGS RESOURCES CORP.*


 

 

 

TABLE OF CONTENTS 

Page

 

 

PART I. FINANCIAL INFORMATION

 

  

 

ITEM 1.

FINANCIAL STATEMENTS

3

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

15

ITEM 3.

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

20

ITEM 4.

CONTROLS AND PROCEDURES

21

  

 

PART II. OTHER INFORMATION

 

  

 

ITEM 1.

LEGAL PROCEEDINGS

21

ITEM 1A.

RISK FACTORS

21

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

21

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

21

ITEM 4.

MINE SAFETY DISCLOSURES

21

ITEM 5.

OTHER INFORMATION

21

ITEM 6.

EXHIBITS

22

  

 


Special Note Regarding Forward-Looking Statements


Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of North Springs Resources Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "NSRS" refers to North Springs Resources Corp.




2





PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS











NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp)

(An Exploration Stage Company)


Financial Statements


For the Periods Ended January 31, 2012 (unaudited) and April 30, 2011










Balance Sheets

4

Statements of Operations

5

Statements of Cash Flows

6

Notes to the Financial Statements

7




3




NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(A Exploration Stage Company)

Balance Sheets



 

January 31,

2012

(Unaudited)

$

April 30,

2011

$

 



ASSETS



 



Current Assets



 



Cash

 62,538

 –

 

 

 

Total Current Assets

 62,538

 –

 

 

 

Equipment

 1,381

 

Mineral Properties

 755,990

 –

 

 

 

Total Assets

 819,909

 –

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current Liabilities

 

 

Accounts payable and accrued liabilities

 44,627

 –

Due to related parties

 23,055

 16,070

Notes payable

 80,000

 –

Convertible Debenture, net of unamortized discount of $393,190

 436,900

 –

 

 

 

Total Liabilities

 584,582

 16,070

 

 

 

Stockholders’ Equity (Deficit)

 

 

 

 

 

Preferred stock, 50,000,000 shares authorized, $0.001 par value;

   No shares issued and outstanding



 

 

 

Common stock, 750,000,000 shares authorized, $0.001 par value;

   616,000,000 and 694,000,000 shares issued and outstanding, respectively

 616,000

 694,000

 

 

 

Additional paid-in capital

 (116,342)

 (662,400)

 

 

 

Deficit accumulated during the exploration stage

 (264,331)

 (47,670)

 

 

 

Total Stockholders’ Equity (Deficit)

 235,327

 (16,070)

 

 

 

Total Liabilities and Stockholders’ Equity (Deficit)

 819,909

 –




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


4



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(A Exploration Stage Company)

Statements of Operations

(unaudited)




For the Three Months Ended

For the Three Months Ended

For the Nine Months Ended

For the Nine Months Ended

Accumulated from

May 22, 2009

(Date of Inception)

 

January 31,

January 31,

January 31,

January 31,

to January 31,

 

2012

2011

2012

2011

2012

 

$

$

$

$

$

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

15,000

General and administrative expenses

26,849

365

39,116

4,145

40,584

Impairment of oil and gas property

10,000

Management fees

4,500

4,500

Professional fees

17,040

48,040

7,593

62,508

Salaries and wages

30,000

60,000

60,000

Transfer agent and filing fees

28,947

32,283

39,017

 

 

 

 

 

 

Total Operating Expenses

102,836

365

183,939

11,738

231,609

 

 

 

 

 

 

Net loss before other expenses

(102,836)

(365)

(183,939)

(11,738)

(231,609)

 

 

 

 

 

 

Other Expenses

 

 

 

 

 

 

 

 

 

 

 

Accretion expense

(24,958)

(24,958)

(24,958)

Interest expense

(6,756)

(7,764)

(7,764)

 

 

 

 

 

 

Total other expenses

(31,714)

(32,772)

(32,722)

 

 

 

 

 

 

Net loss

(134,550)

(365)

(216,661)

(11,738)

(264,331)

 

 

 

 

 

 

Net loss per share, basic and diluted

 

 

 

 

 

 

 

Weighted average number of shares outstanding


666,434,783


624,847,800


685,442,029


541,616,000

 




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


5



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(A Exploration Stage Company)

Statements of Cash Flows

(unaudited)




 

For the Nine Months Ended January 31,

2012

$

For the Nine Months Ended January 31,

2011

$

Accumulated from

May 22, 2009 (Date of Inception)

to January 31,

2012

$

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net loss for the period

 (216,661)

 (11,738)

 (264,331)

 

 

 

 

Adjustments to reconcile net loss to net cash used

in operating activities:

 

 

 

Accretion expense

 24,958

 –

 24,958

Amortization

 19

 –

 19

Loss on impairment of oil and gas property

 –

 –

 10,000

 

 

 

 

Changes in working capital:

 

 

 

Accounts payable and accrued liabilities

 44,627

 –

 44,627

Due to related parties

 6,985

 –

 6,985

 

 

 

 

Net cash used in operating activities

 (140,072)

 (11,738)

 (177,742)


 

 

 

Investing Activities

 

 

 

 

 

 

 

Acquisition of equipment

 (1,400)

 –

 (1,400)

Mineral property expenditure

 (705,990)

 –

 (705,990)

Working interest in oil project

 –

 (10,000)

 (10,000)

 

 

 

 

Net cash used in investing activities

 (707,390)

 (10,000)

 (717,390)

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 –

 29,100

 31,600

Proceeds from issuance of convertible debenture

 830,000

 –

 830,000

Proceeds from issuance of note payable

 80,000

 –

 80,000

Proceeds from related party

 –

 12,826

 16,070

 

 

 

 

Net cash provided by financing activities

 910,000

 41,926

 957,670

 

 

 

 

Increase in cash

 62,538

 20,188

 62,538

 

 

 

 

Cash, beginning of period

 –

 5,126

 –

 

 

 

 

Cash, end of period

 62,538

 25,314

 62,538

 

 

 

 

Non-cash investing and financing activities

 

 

 

 

 

 

 

  Shares issued to acquire mineral property

 50,000

 –

 50,000


Supplemental disclosures:

 

 

 

 

 

 

 

Interest paid

 –

 –

 –

Income taxes paid

 –

 –

 –

 

 

 

 



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


6



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)



1.

Nature of Operations and Continuance of Business


North Springs Resources Corp. (“the Company”) was incorporated under the laws of the State of Nevada, on May 22, 2009. The Company has been in an exploration stage since its formation and has not realized any revenues from operations. The Company intends to commence operations in oil and gas exploration and production industry internationally. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.


Going Concern


These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at January 31, 2012, the Company has not generated revenues and has accumulated losses totaling $264,331 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


2.

Summary of Significant Accounting Policies


a)

Basis of Presentation


These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is April 30.  


b)

Use of Estimates


The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and valuation of long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.


c)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.


d)

Equipment


Equipment is comprised of computer equipment and is recorded at cost. The Company amortizes the cost of the equipment on a straight-line basis over their estimated useful lives of three years.


e)

Impairment of Long-Lived Assets


The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date.  The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.  



7



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)



2.

Summary of Significant Accounting Policies (continued)


f)

Financial Instruments


Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:


Level 1


Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


Level 2


Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


Level 3


Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


The Company’s financial instruments consist principally of cash, accounts payable, notes payable and amounts due to related parties.  Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.


g)

Loss Per Share


The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.


h)

Comprehensive Loss


ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at January 31, 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.




8



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)



2.

Summary of Significant Accounting Policies (continued)


i)

Oil and Gas Accounting


The Company utilizes the full-cost method of accounting for petroleum and natural gas properties.  Under this method, the Company capitalizes all costs associated with acquisition, exploration, and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling of productive and non-productive wells into the full cost pool on a country-by-country basis. When the Company obtains proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such determination is made, the Company assesses annually whether impairment has occurred, and includes in the amortization base drilling exploratory dry holes associated with unproved properties.


The Company applies a ceiling test to the capitalized cost in the full cost pool. The ceiling test limits such cost to the estimated present value, using a ten percent discount rate, of the future net revenue from proved reserves based on current economic and operating conditions. Specifically, the Company computes the ceiling test so that capitalized cost, less accumulated depletion and related deferred income tax, do not exceed an amount (the ceiling) equal to the sum of: The present value of estimated future net revenue computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current cost) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus the cost of property not being amortized; plus the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less income tax effects related to differences between the book and tax basis of the property. For unproven properties, the Company excludes from capitalized costs subject to depletion, all costs directly associated with the acquisition and evaluation of the unproved property until it is determined whether or not proved reserves can be assigned to the property. Until such a determination is made, the Company assesses the property at least annually to ascertain whether impairment has occurred. In assessing impairment the Company considers factors such as historical experience and other data such as primary lease terms of the property, average holding periods of unproved property, and geographic and geologic data. The Company adds the amount of impairment assessed to the cost to be amortized subject to the ceiling test


j)

Mineral Properties


Pre-exploration Costs


Pre-exploration costs are expensed in the period in which they are incurred.


Exploration and Evaluation Expenditures


Once the legal right to explore a property has been acquired, all costs related to the acquisition, exploration and evaluation of mineral properties are capitalized by property. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the period in which they occur.


When a project has been established as commercially viable and technically feasible, related development costs are capitalized into development costs on the statement of financial position. This includes costs incurred in preparing the site for mining operations.  Capitalization ceases when the mine is capable of commercial production, with the exception of development costs which give rise to a future benefit. Exploration and evaluation assets are also tested for impairment before the assets are transferred to development costs.


When a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of estimated recoveries, are written-off to the statement of operations and comprehensive loss.



9



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)



2.

Summary of Significant Accounting Policies (continued)


j)

Mineral Properties (continued)


The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount.


As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized exploration costs.


k)

Asset Retirement Obligations


The Company follows the provisions of ASC 410, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.  As at January 31, 2012, the Company did not have any asset retirement obligation.


l)

Stock-based Compensation


The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.


m)

Recent Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements.


3.

Equipment


 

Cost

$

Accumulated amortization

$

January 31,

2012

Net carrying value

$

April 30,

2011

Net carrying value

$

Computer

1,400

19

1,381

 

 

 

 

 

Total equipment

1,400

19

1,381

 –




10



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)



4.

Oil and Gas Property


The Company entered into a Joint Venture Contract and Operating Agreement dated April 30, 2010, with Patriot Financial Group, and acquired an working interest in the Washom II Lease Project, a three (3) well drilling project located on a 80 acres +/- lease in Rogers County, Oklahoma. The project is a drilling project with plans to produce the Bartlesville oil formation. On May 3, 2010, the Company made a payment of $10,000 to complete the purchase of our interest and received 1% of the working interest revenue generated by the project.


The Company agreed to pay its pro-rata share (based on 1% ownership) of the expense of the operation and maintenance of the wells in addition to the same  pro-rata share of any work-over operation required for the wells, such as service or replacement parts as needed.  A fee totaling Two Hundred ($200) per well, per month for basic operation and maintenance shall be levied among the Working Interest owners. The Company will be offered, on a first right of refusal basis, the opportunity to participate in any future wells drilled on said lease.


As at April 30, 2011, the Company was unable to obtain a valuation report on the property and is uncertain as to future continuance of the project. As such, all capitalized costs of the project have been impaired as at April 30, 2011.


5.

Mineral Property


North Springs Property


On August 2, 2011, the Company entered into the North Springs Property Exploration and Mining Lease and Option to Purchase Agreement (the “Agreement”) with Mountain Gold Claims, LLC Series 15, a Nevada limited liability company (“Mountain Gold”) and Lane A. Griffin (“Griffin”) (collectively referred to as the “Owners”). Pursuant to the Agreement, the Owners leased to the Company (the “Lease”) the right to conduct mineral exploration activities for an initial period of ten years on sixteen unpatented mining claims (the “North Springs Property”) located in Esmeralda County, Nevada. The effective date of the Agreement was July 23, 2011 (the “Effective Date”). Additionally, the Company has the option to purchase the Property for $400,000, subject to a royalty reserved to the Owners.


In exchange for the rights to conduct mineral exploration activities on the Property, the Company is required to provide the following consideration:


 

Shares

Cash

Expenditures

10 Days

1,000,000

9,000

First Year

12,000

10,000

Second Year

15,000

25,000

Third Year

25,000

50,000

Fourth Year

30,000

100,000

Fifth Year

50,000

250,000

Total

1,000,000

141,000

435,000


The Company shall pay a production royalty equal to 2% of the net smelter returns, as fully set forth under the terms and conditions of the Agreement. The Company shall pay the applicable Federal, State and County annual mining claim maintenance fees to maintain the Property in good standing.


As at January 31, 2012, the Company issued 2,000,000 shares (after 2 for 1 forward split) and paid $33,000.




11



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)



5.

Mineral Property (continued)


Gold Star and One Arm Joe Properties


On December 29, 2011, the Company entered into a Joint Venture Agreement with DNP Mining LLLP, an Arizona limited liability partnership, whereby the Company shall form a joint venture with SNP in order to conduct mineral exploration activities on or about various unpatented mining claims situated in the Yavapai County, Arizona, collectively known as the Gold Star and One Arm Joe Properties. Pursuant to the Agreement, the Company can earn up to a 35% interest in the properties as follows:


i.

Phase 1: 20% interest


a.

$100,000 payment to be received on or before December 23, 2011

b.

$400,000 payment to be received on or before January 6, 2012


ii.

Phase 2: 15% interest


Within 60 days of the completion of Phase 1, DNP shall provide the Company with an exploration report issued from a geologist including the results gather from the exploration activities conducted on the properties during Phase 1. Upon receipt of the exploration report, the Company shall have the right to supply funding to finance Phase 2 of the project in the amount of $3,000,000 due within 60 days of receiving of the exploration report.


If the Company does not fund the entire Phase 2 within 60 days of receiving the exploration report then the Company shall forfeit the entire Phase 1 work commitment and its 20% interest will revert to 10% interest in the properties and DNP shall be the sole operator and owner of the properties and hold 90% of the working interest.


As at January 31, 2012, the Company has paid $500,000.


Imperial Property


On January 6, 2012, the Company entered into a Mineral Lease and Agreement with MinQuest, Inc., a Nevada corporation, whereby the Company will have exclusive lease rights to prospect, explore and mine various unpatented mining claims situated in Esmeralda County, Nevada, collectively known as the Imperial Property, for a term of 20 years with the right to renew unless sooner terminated, forfeited or surrendered.


 

Lease Payments

Expenditures

Upon Execution

20,000

First Year

20,000

250,000

Second Year

20,000

300,000

Third Year

20,000

350,000

Fourth Year

20,000

400,000

Fifth Year

20,000

450,000

Sixth Year

20,000

500,000

Seventh Year

20,000

750,000

Thereafter

20,000

Total

 

3,000,000


The Company shall pay a production royalty equal to 3% of the net smelter returns, as fully set forth under the terms and conditions of the Agreement. The Company shall pay the applicable Federal, State and County annual mining claim maintenance fees to maintain the Property in good standing.


As at January 31, 2012, the Company has paid $20,000.




12



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)



5.

Mineral Property (continued)


Edum Banso Property


On January 25, 2012, the Company entered into an Earn-In Agreement with Discovery Gold Ghana Limited (DGG), a company organized under the laws of Ghana. Pursuant to the agreement the Company will earn a 10% working interest in the property located in the Edum Banso Region of the Western Region of Ghana upon payment of $1,250,000 as follows:


i.

$150,000 within five days of execution of the agreement

ii.

$100,000 within thirty days of execution of the agreement

iii.

$500,000 on or before July 31, 2012 (the “Second Commitment Payment”), and

iv.

$500,000 on or before December 31, 2012 (the “Third Commitment Payment”)


In addition to earning the 10% working interest discussed above, the Company has the option to earn an additional 25% working interest on the property in exchange for ten million shares of the Company’s common stock. In the event that the value of the Company’s shares is less than $2,500,000 on October 1, 2012, DGG shall have the option to (a) take back the additional 25% working interest from the Company and return the Company’s common shares or (b) keep the Company’s shares and allow the Company to keep the additional 25% working interest.


In the event the Company fails to provide the Second Commitment Payment on or before July 31, 2012, 50% of the Company’s working interest shall automatically revert back to DGG and the Company will have forfeited its right to provide the Third Commitment Payment. DGG shall then have the option to buy back the additional 25% working interest in exchange for $150,000.


As at January 31, 2012, the Company has paid $150,000.


6.

Note Payable


As at January 31, 2012, the Company owed $80,000 (April 30, 2011 - $nil) in a note payable to a non-related party.  The amount owing is unsecured, due interest at 10% per annum, and due on demand.  As of January 31, 2012, the Company recorded accrued interest of $2,888.


7.  Convertible Debenture


On December 21, 2011 the Company issued a convertible drawdown note payable which provided the Company up to $1,000,000 in available financing for a term of one year to a non-related party. On January 19, 2012, the Company amended the convertible drawdown note payable increasing the financing available to $1,750,000 and extending the term of the loan for one year from the date of the amendment. . As at January 31, 2012, the Company owed $830,000 on the convertible drawdown note payable ($130,000 withdrawn December 22, 2011, $500,000 withdrawn on January 9, 2012, and $200,000 withdrawn on January 23, 2012) (April 30, 2011 - $nil). Pursuant to the terms and conditions the drawdown note payable bears interest at 10% per annum and matures on January 19, 2013. The principle amount of the note plus any accrued interest, is convertible into shares of the Company’s common stock based on the average of the five previous closing market prices of the Company’s common stock less 25% rounded up to the nearest whole share. Upon the event of default, the entire principal balance and accrued interest outstanding is due immediately at the option of the holder of the convertible note payable.


In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $418,058 which was recorded as a discount offsetting the convertible drawdown note payable which will be charged to operations over the term of the convertible note. As at January 31, 2012, the Company recorded 10% interest of $4,877 which has been recorded in accounts payable and accrued liabilities.  




13



NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)



8.

Related Party Transactions


a)

As at January 31, 2012, the Company owed $16,070 (April 30, 2011 - $16,070) to the former President and Director of the Company for financing of day-to-day expenditures incurred on behalf of the Company.  The amounts owing are unsecured, non-interest bearing, and due on demand.


b)

As at January 31, 2012, the Company owed $6,985 (April 30, 2011 - $nil) to the President and Director of the Company for unpaid salaries and payment of day-to-day expenditures on behalf of the Company.  The amounts owing are unsecured, non-interest bearing, and due on demand.


c)  As of nine months ended, the Company incurred management fee $4,500 and salary $60,000 to the the President and Director of the Company.


9.

Common Shares


a)

On June 16, 2011, the Company and Board of Directors approved an increase in the authorized number of common shares from 75,000,000 shares to 400,000,000 shares and preferred shares totalling 50,000,000 authorized shares.  In addition, the Company authorized a 100-to-1 forward split of its existing common shares which increased the issued and outstanding common shares from 3,470,000 shares to 347,000,000 common shares.  The effects of the forward split have been applied on a retroactive basis to the Company’s date of inception.    


b)

On August 5, 2011, the Company issued 1,000,000 (after 2 for 1 forward split on August 8, 2011) shares each to Mountain Gold and Griffin for an aggregate of 1,000,000 shares for the right to conduct mineral exploration activities on the North Springs Property. Refer to Note 4.


c)

On August 8, 2011, the Company and Board of Directors approved an increase in the authorized number of common shares from 400,000,000 shares to 750,000,000 shares.  On October 31, 2011, the Company authorized a 2-to-1 forward split of its existing common shares which increased the issued and outstanding common shares from 348,000,000 shares to 696,000,000 common shares.  The effects of the forward split have been applied on a retroactive basis to the Company’s date of inception.    

d)

On December 28, 2011, the Company cancelled 80,000,000 common shares previously held by the Company’s sole officer and director. The shares were subsequently returned to the treasury and back to authorized but unissued status.


As at January 31, 2012, 750,000,000 common shares are authorized and 616,000,000 common shares are outstanding.


10.

Subsequent Events


On February 9, 2012, the Company paid $100,000 to Discovery Gold Ghana for the second part of the initial payment for the Edum Banso Property Earn-In Agreement.


On February 15, 2012, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Hyperion Management Mining SA (“Hyperion”).  Hyperion holds various options to acquire mineral claims in the state of Chihuahua, Mexico, collectively called the Matamoros Claims (the Options).  Under the terms of the Agreement, the Company acquired 10% of the Options.  The Company has agreed to pay the purchase price of $250,000.  The Agreement is attached hereto as exhibit 10.1 and incorporated herein by reference.





14





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION


FORWARD-LOOKING STATEMENTS


This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.


RESULTS OF OPERATIONS


Working Capital


  

January 31,

2012

$

April 30,

2011

$

Current Assets

62,538

-

Current Liabilities

978,764

16,070

Working Capital (Deficit)

(916,226)

(16,070)


Cash Flows


  

Nine months ended January 31,

2012

$

Nine months ended January 31,

2011

$

Cash Flows from (used in) Operating Activities

(140,072)

(11,738)

Cash Flows from (used in) Investing Activities

(707,390)

(10,000)

Cash Flows from (used in) Financing Activities

910,000

41,926

Net Increase (decrease) in Cash During Period

62,538

20,188


Operating Revenues


From the Company’s inception on May 22, 2009 to January 31, 2012, the Company did not earn any operating revenues.  


Operating Expenses and Net Loss


Three months ended January 31, 2012


During the three months ended January 31, 2012, the Company incurred operating expenses of $102,836 compared with operating expenses of $365 for the three months ended January 31, 2011.  The increase in operating expenses was attributed to higher operating activity as the Company had cash and assets to incur more day-to-day expenditures.  The Company incurred $26,849 of general and administrative costs and $17,040 in professional fees relating to legal, audit, and accounting fees for SEC reporting as well as due diligence costs for the Company’s acquisition of the North Springs Property, Gold Star and One Arm Joe Property, and Imperial Property during the fiscal year.  The Company also incurred $30,000 in salaries expense to the Company’s President and Director at a rate of $10,000 per month and $28,947 of transfer agent costs relating to filing of Form 8-K documents relating to the acquisition of the property and for share issuance and cancellation transactions during the period.  




15





The Company incurred a net loss of $110,674 for the three months ended January 31, 2012 compared with a net loss of $365 for the three months ended January 31, 2011.  In addition to operating expenses, the Company also incurred $12,865 of accretion expense relating to the accretion of the original discount on the convertible note payable, $6,756 of interest expense on the outstanding convertible debenture which is unsecured, bears interest at 10% per annum, and is due on demand, and a gain of $11,783 relating to the change in fair value of the derivative liability from the prior period.  


Nine months ended January 31, 2012


During the nine months ended January 31, 2012, the Company incurred operating expenses of $183,939 compared with operating expenses of $11,738 for the nine months ended January 31, 2011.  The increase in operating expenses was attributed to higher operating activity as the Company had cash and assets to incur more day-to-day expenditures.  The Company incurred $39,116 of general and administrative costs and $48,040 in professional fees relating to legal, audit, and accounting fees for SEC reporting as well as due diligence costs for the Company’s acquisition of the North Springs Property, Gold Star and One Arm Joe Property, and Imperial Property during the fiscal year.  The Company also incurred $60,000 in salaries expense to the Company’s President and Director at a rate of $10,000 per month and $32,283 of transfer agent costs relating to filing of Form 8-K documents relating to the acquisition of the property and for share issuance and cancellation transactions during the period.  


The Company incurred a net loss of $192,785 for the nine months ended January 31, 2012 compared with a net loss of $11,738 for the nine months ended January 31, 2011.  In addition to operating expenses, the Company also incurred $12,865 of accretion expense relating to the accretion of the original discount on the convertible note payable, $7,764 of interest expense on the outstanding convertible debenture which is unsecured, bears interest at 10% per annum, and is due on demand, and a gain of $11,783 relating to the change in fair value of the derivative liability from the prior period.  


Liquidity and Capital Resources


At January 31, 2012, the Company had cash of $62,538 and total assets of $819,909 compared with $nil of cash and total assets at April 30, 2011.  The increase in cash and total assets was attributed to the receipt of $80,000 from the notes payable, $830,000 from the convertible drawdown note payable, and the fair value of the cash and shares issued for the North Springs Property, Gold Star and One Arm Joe Property, and Imperial Property.  


At January 31, 2012, the Company had total liabilities of $978,764 compared with $16,070 at April 30, 2011.  The increase in liabilities was attributed to an increase of $44,627 in accounts payable and accrued liabilities from amounts owing for professional fees and accrued interest, an increase of $6,985 of amounts owing to related parties, $80,000 for issuances of notes payable, and $128,917 of convertible debentures and $702,165 of derivative liability relating to the fair value of the convertible note.


The Company had a working capital deficit of $916,226 at January 31, 2012 compared with $16,070 at April 30, 2011.  The increase in working capital deficit is due to increases in day-to-day operating expenses and mineral property expenditures.


Cashflow from Operating Activities


During the period ended January 31, 2012, the Company used $140,072 of cash for operating activities compared with $11,738 of cash for operating activities during the period ended January 31, 2011.  The change in net cash used in operating activities is attributed to the changes in operating activities noted above in Operating Expenses and Net Loss.


Cashflow from Investing Activities


During the period ended January 31, 2012, the Company used $707,390 of cash for investing activities compared with $10,000 for mineral property expenditures for the period ended January 31, 2011 where the Company incurred $10,000 for acquisition of a working interest in and oil and gas project.   




16





Cashflow from Financing Activities


During the period ended January 31, 2012, the Company received $910,000 in financing activities attributed to proceeds received from the issuance of notes payable and convertible debenture, compared with $41,926 received during the period ended October 31, 2010 attributed to amounts from related parties.  


2011 Developments


On August 2, 2011, the Company entered into the North Springs Property Exploration and Mining Lease and Option to Purchase Agreement (the “Agreement”) by and among Mountain Gold Claims, LLC. Series 15, (“Mountain Gold”) and Lane A. Griffin (“Griffin”) (collectively, the “Owner”), whereby the Owner shall lease to the Company (the “Lease”) the right to conduct mineral exploration activities on and in 16 unpatented mining claims collectively known as the North Springs Property (the “Property”), for a term of 10 years (the “Term”), renewable for 5 additional extension terms of 1 year each, with the option to purchase the Property for $400,000, subject to a royalty reserved to the Owner.  As consideration, the Company shall: (i) issue 500,000 shares of common stock each to Mountain Gold and to Griffin, for an aggregate of 1,000,000 shares, within 10 days of the date of this Agreement; (ii) pay applicable federal, state and county annual mining claim maintenance fees to maintain the Property in good standing; (iii) pay a production royalty to Owner equal to 2% of the net smelter returns, per the terms of the Agreement; (iv) pay to Owner lease payments, with 50% of the payments to Mountain Gold and the other 50% to Griffin; and (v) incur work expenditures on or with respect to the Property during the Term.


On August 8, 2011, the Company filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada. As a result of the Certificate of Change, the Company has, among other things, increased the number of authorized shares of common stock of the Company from four hundred million (400,000,000), par value $ 0.001, to seven hundred fifty million (750,000,000), par value $0.001.


On October 31, 2011, the Company effectuated a forward split of its issued and outstanding common shares, whereby every one (1) old share of common stock will be exchanged for two (2) new shares of the Company's common stock. As a result, once the Forward Split is declared effective by the Financial Industry Regulatory Authority, the issued and outstanding shares of common stock will increase from  three hundred forty eight million (348,000,000) shares prior to the Forward Split to six hundred ninety six million (696,000,000) shares following the Forward Split.


Quarterly Developments


On November 22, 2011, the Company entered into an Executive Employment Agreement (the “Agreement”) with Harry Lappa (“Mr Lappa”). Pursuant to the terms and conditions of the Agreement, Mr. Lappa shall service as the Company’s President and Chief Executive Officer and shall assume such other positions as reasonably requested by the Board of Directors commencing August 1, 2011 for a term of one year, which shall automatically be renewed for an additional successive term of one year unless earlier terminated. In exchange for his services, Mr. Lappa shall receive a monthly salary of ten thousand dollars ($10,000) which may be converted into share of the Company’s common stock, at the sole discretion of the Company, per the terms of the Agreement.


On December 2, 2011, the Company issued a $40,000 note payable to a non-related party.  The amount owing is unsecured, due interest at 10% per annum, and due on demand.


On December 28, 2011, the Company requested and instructed their transfer agent to cancel eighty million (80,000,000) shares of the Company’s common stock (the “Shares”), which were previously issued and outstanding and held by the Company’s sole officer and director, Mr. Harry Lappa.  The Company’s transfer agent cancelled and returned the Shares back to authorized but unissued status. 


On December 29, 2011 the Company entered into that certain Joint Venture Agreement (the “JV Agreement”) with DNP Mining LLLP, an Arizona limited liability company (“DNP”), whereby the Company shall form a joint venture with DNP in order to conduct mineral exploration activities on or about various unpatented mining claims situated in Yavapai County, Arizona collectively known as the Gold Star and One Arm Joe Properties (the “Property”).  Pursuant to the JV, the Company shall acquire a twenty percent (20%) working interest in the Property in exchange for paying an aggregate of five hundred thousand dollars ($500,000) in funding for phase 1 of the Property, and the Company has the right to acquire an additional fifteen percent (15%) working interest in the Property upon supplying funding equal to three million dollars ($3,000,000) to finance phase 2 of the Property



17







On January 7, 2012, the Company entered into a Property Option Agreement (the “Rio Agreement”) with Guyana AU Corp, Inc. (“GACI”) whereby the Company acquired the right to conduct mineral exploration activities for a term of three (3) years on 12,490 acres of prospective ground.  Additionally, the Company entered into a Property Option Agreement (the “Belo Agreement”) with GACI whereby the Company acquired the right to conduct mineral exploration activities for a term of three (3) ears on 12,560 acres of prospective ground.  The description of the terms of these agreements were reported in a current report on Form 8-K, filed with the SEC on January 10, 2012, and is incorporated herein by reference.


Due to unforeseen delays by GACI in making the title available in a useable way and in a timely fashion, both parties mutually agreed to terminate the agreements, effective February 15, 2012.  There were no penalties incurred by the Company.


On January 8, 2011, the Company, entered into a Minerals Lease and Agreement (the “Imperial Agreement") with MinQuest, Inc., a Nevada corporation ("MinQuest") whereby the Company acquired the right to conduct mineral exploration activities for a term of twenty (20) years (the “Term”) on various unpatented mining claims situated in Esmeralda County, Nevada, collectively known as the Imperial Property (the “Imperial Property”), subject to a three percent (3%) Net Smelter Royalty to be paid to MinQuest.  As consideration, the Company shall pay an aggregate of one hundred forty thousand US dollars ($140,000) to MinQuest and shall provide an aggregate of three million US dollars ($3,000,000) in work commitments over the Term.


On December 21, 2011, the Company issued a ten percent (10%) Convertible Drawdown Promissory Note (the “Drawdown Note”) to Kazuo Holdings, Inc. (“Kazuo”). Pursuant to the Drawdown Note, the Company may borrow up to one million US dollars ($1,000,000) from Kazuo.  The Note earns simple interest accruing at a rate of ten percent (10%) per annum and is due on or before the one (1) year anniversary of the Drawdown Note.  On January 19, 2012, the Company issued Amendment No. 1 (the “Drawdown Note”) to Kazuo Holdings, Inc. (“Kazuo”). Pursuant to the Drawdown Note, the Company may borrow up to one million seven hundred fifty thousand US dollars ($1,750,000) from Kazuo.  The Note earns simple interest accruing at a rate of ten percent (10%) per annum and is due on or before the one (1) year anniversary of the Drawdown Note.  This Drawdown Note amends and supersedes the prior Drawdown Note dated December 21, 2011.  To date, the Company has received the full amount of $1,750,000.


On January 25, 2012, the Company entered into that certain Earn-In Agreement (the “Agreement”) with Discovery Gold Ghana Limited, a company organized under the laws of Ghana (“DGG”).  Pursuant to the Agreement, the Company shall acquire a working interest (the “Working Interest”) in DGG’s interest (“DGG’s Interest”) in that certain mineral concession located in the Edum Banso Region of the Western Region of Ghana (the “Property”), per the terms of the Agreement as follows:


Working Interest:  


The Company shall provide a total of one million two hundred fifty thousand dollars ($1,250,000) to DGG according to the following payment schedule (each a “Commitment Payment”):


(i)

an initial payment of two hundred fifty thousand dollars ($250,000) (the “Initial Payment”), of which one hundred fifty thousand dollars ($150,000) is due within five (5) days of the execution of the Agreement and the remaining one hundred thousand dollars ($100,000) is due within thirty (30) days of the execution of the Agreement;  


(ii)

five hundred thousand dollars ($500,000) on or before July 31, 2012 (the “Second Commitment Payment”); and


(iii)

five hundred thousand dollars ($500,000) on or before December 31, 2012 (the “Third Commitment Payment”).


Upon making the full Initial Payment to DGG, the Company shall acquire a ten percent (10%) Working Interest in DGG’s Interest.  In the event that the Company fails to provide the Second Commitment Payment to DGG on or before July 31, 2012, fifty percent (50%) of the Company’ Working Interest shall automatically revert back to DGG and the Company shall be deemed to have forfeited its right to provide the Third Commitment Payment.  DGG shall then have the option to buy back an additional twenty five percent (25%) of NSRS’ Working Interest in exchange for one hundred fifty thousand dollars ($150,000).  



18






Additional Working Interest:


The Company shall acquire an additional twenty five percent (25%) Working Interest in DGG’s Interest (the “Additional Interest”) in exchange for ten million (10,000,000) shares of common stock of the Company.  The Additional Interest is in addition to the ten percent (10%) Working Interest described above.  


In the event that the value of shares is less than two million five hundred dollars ($2,500,000) on October 1, 2012, DGG shall have the option to either: (a) take back the Additional Interest from the Company and return the shares to the Company; or (b) keep the shares and allow the Company to keep the Additional Interest.  If DGG elects option (a), DGG shall notify the Company of its decision in writing within five (5) business days from October 1, 2012.


On February 15, 2012, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Hyperion Management Mining SA (“Hyperion”).  Hyperion holds various options to acquire mineral claims in the state of Chihuahua, Mexico, collectively called the Matamoros Claims (the Options).  Under the terms of the Agreement, the Company acquired 10% of the Options.  The Company has agreed to pay the purchase price of $250,000.


Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


Off-Balance Sheet Arrangements


We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.


Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.


Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.


Recently Issued Accounting Pronouncements


In March 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-11 (“ASU No. 2010-11”), “Derivatives and Hedging (ASC Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company’s adoption of provisions of ASU No. 2010-11 did not have a material effect on the financial position, results of operations or cash flows of the Company.



19






In February 2010, the FASB issued ASU 2010-10 (“ASU No. 2010-10”), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU No. 2010-10 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In February 2010, the FASB issued ASU 2010-09 (“ASU No. 2010-09”), “Subsequent Events (ASC Topic 855): Amendments to Certain Recognition and Disclosure Requirements.”  ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The Company’s adoption of provisions of ASU No. 2010-09 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In January 2010, the FASB issued ASU 2010-06 (“ASU No. 2010-06”), “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The Company’s adoption of provisions of ASU No. 2010-06 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In January 2010, the FASB issued an amendment to ASC Topic 505, “Equity”, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The Company’s adoption of the amendment to ASC Topic 505 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In January 2010, the FASB issued an amendment to ASC Topic 820, “Fair Value Measurements and Disclosure”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The Company’s adoption of the amendment to ASC Topic 820 did not have a material effect on the financial position, results of operations or cash flows of the Company.


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


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


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




20





ITEM 4.  CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").


Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of January 31, 2012.


Changes in Internal Control over Financial Reporting


There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter 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


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


ITEM 1A.  RISK FACTORS


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


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


1.

Quarterly Issuances:


During the quarter, we did not issue any unregistered securities other than as previously disclosed.


2.

Subsequent Issuances:


Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4.  MINE SAFETY DISCLOSURES




ITEM 5.  OTHER INFORMATION


None



21






ITEM 6.  EXHIBITS


 

 

 

Exhibit

Number

Description

Filed

3.01

Articles of Incorporation

Filed with the SEC on June 1, 2010 as part of our Registration Statement on Form S-1.

3.01(a)

Amended and Restated Articles of Incorporation

Filed with the SEC on July 21, 2011 as part of our Current Report on Form 8-K.

3.01(b)

Certificate of Change

Filed with the SEC on August 15, 2011 as part of our Current Report on Form 8-K.

3.02

Bylaws

Filed with the SEC on June 1, 2010 as part of our Registration Statement on Form S-1.

10.01

Joint Venture Contract and Operating Agreement between the Company and Patriot Financial Group dated April 30, 2010

Filed with the SEC on July 29, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.02

Letter Agreement between the Company and Danil Shpeyzer dated August 18, 2010

Filed with the SEC on August 20, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.03

North Springs Property Exploration and Mining Lease and Option to Purchase Agreement by and among the Company, Mountain Gold Claims, LLC. Series 15, and Lane A. Griffin dated August 2, 2011

Filed with the SEC on August 9, 2011 as part of our Current Report on Form 8-K.

10.04

Promissory Note to Kazuo Holdings, Inc. dated August 1, 2011

Filed with the SEC on August 15, 2011 as part of our Current Report on Form 8-K.

10.05

Promissory Note to Kazuo Holdings, Inc. dated September 7, 2011

Filed with the SEC on September 13, 2011 as part of our Current Report on Form 8-K.

10.06

Executive Employment Agreement between North Springs Resources Corp. and Harry Lappa dated November 22, 2011

Filed with the SEC on November 23, 2011 as part of our Current Report on Form 8-K.

10.07

Promissory Note to Kazuo Holdings, Inc. dated December 2, 2011

Filed with the SEC on December 7, 2011 as part of our Current Report on Form 8-K.

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

32.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

101.INS*

XBRL Instance Document

File by Amendment

101.SCH*

XBRL Taxonomy Extension Schema Document

File by Amendment

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

File by Amendment

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

File by Amendment

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

File by Amendment

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

File by Amendment


*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.




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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.


 

 

 

 

 

 

 

 

NORTH SPRINGS RESOURCES CORP.

 

 

 

Dated:     March 21, 2012

 

 

 

 

Harry Lappa

 

 

Its:  Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer

 

 

 






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