Natural Resources Corp - FORM 10-Q

Attached files

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EX-32.2 - EXHIBIT 32.2 - Natural Resources Corp	v414291_ex32-2.htm
EX-31.1 - EXHIBIT 31.1 - Natural Resources Corp	v414291_ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - Natural Resources Corp	v414291_ex31-2.htm
EX-32.1 - EXHIBIT 32.1 - Natural Resources Corp	v414291_ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2015

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

Commission file number: 000-55062

NATURAL RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

46-3570919

(State or other jurisdiction of incorporation

or organization)

(IRS Employer Identification No.)

76 Playfair Road, #03-06 LHK2 Building

Singapore

367996

(Address of principal executive offices)

(Zip Code)

+65-62875955

(Registrant’s telephone number, including area code)

Indicate by checkmark 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 last 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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x
(do not check if a smaller reporting company)

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

YES ¨ NO x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 51,100,000 shares of common stock outstanding as of June 26, 2015.

Natural Resources Corporation

Table of Contents

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Condensed Balance Sheets as of March 31, 2015 (unaudited) and June 30, 2014	3
	Condensed Statements of Operations for the three and nine months ended March 31, 2015 and 2014 (unaudited)	4
	Condensed Statements of Cash Flows for the nine months ended March 31, 2015 and 2013 (unaudited)	5
	Condensed Statements of Comprehensive Income for the three and nine months ended March 31, 2015 and 2014 (unaudited)	6
	Notes to Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Controls and Procedures	19

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20

	Signatures	21

	Exhibit Index	22

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NATURAL RESOURCES CORPORATION

CONDENSED BALANCE SHEETS

	March 31,			June 30,
	2015			2014
	(Unaudited)			(Audited)

ASSETS
Current assets
Cash	$	360,886		$	126,648
Trade receivable, net		5,768,598			2,516,567
Inventory		750,384			628,746
Total current assets		6,879,868			3,271,961

Other assets
Deposits		67,354			68,210
Prepaid assets		5,093			25,431
Other receivables		600,000			367,285
Due from related parties		4,223			-
Total other assets		676,670			460,926
Property, plant and equipment, net		1,624,560			1,750,386
Intangible assets		9,179,610			10,281,168
Total assets	$	18,360,708		$	15,764,441

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Bank overdraft	$	-		$	28,749
Current portion of debt		4,576,199			4,912,397
Trade payable		1,796,506			807,017
Accrued expenses		38,017			40,296
Due to related parties		360,612			323,694
Due to directors		88,955			-
Deposits payable		75,292			184,705
Current portion of capital leases obligations		21,080			68,463
Provision for income taxes		84,562			360,298
Total current liabilities		7,041,223			6,725,619

Non- current liabilities

Debt, net of current portion		2,268,384			1,715,556
Capital leases obligations, net of current portion		5,572			8,760
Deferred income taxes liabilities		114,861			114,861
Total non- current liabilities		2,388,817			1,839,177
Total liabilities		9,430,040			8,564,796

Stockholders' equity
Common stock, par value $.0001;100,000,000 shares authorized, 51,100,000, and 50,000,000 shares issued and outstanding as of March 31, 2015 and June 30, 2014 (1)		5,110			5,000
Additional paid-in capital (1)		2,584,566			1,585,837
Retained earnings		6,392,889			5,661,975
Accumulated other comprehensive loss		(51,897	)		(53,167	)

Total stockholders' equity		8,930,668			7,199,645

Total liabilities and stockholders' equity	$	18,360,708		$	15,764,441

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

(1) The capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction in determining the basic and diluted weighted average shares.

NATURAL RESOURCES CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months			For the Three Months			For the Nine Months			For the Nine Months
	Ended			Ended			Ended			Ended
	March 31,			March 31,			March 31,			March 31,
	2015			2014			2015			2014
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue
Sales of goods	$	703,039		$	6,560,111		$	3,513,819		$	17,637,225
Sales of services		3,750,000			-			3,750,000			-
Sales returns		-			-			(720,570	)		-
Total revenues		4,453,039			6,560,111			6,543,249			17,637,225

Cost of revenues
Cost of sales		1,163,501			3,589,612			3,181,561			14,323,776
Cost of services		323,774			-			323,774			-
Total cost of revenues		1,487,275			3,589,612			3,505,335			14,323,776

Gross profit		2,965,764			2,970,499			3,037,914			3,313,449

Operating expenses
General and administrative		755,093			285,413			2,189,652			941,210

Total operating expenses		755,093			285,413			2,189,652			941,210

Operating income		2,210,671			2,685,086			848,262			2,372,239

Other income (expenses)
Finance costs		(102,619	)		(104,084	)		(249,497	)		(332,708	)
Gain on foreign currency exchange		124,397			58,042			105,514			44,966
Other income		8,480			(14,789	)		26,635			22,388
Total other income (expenses)		30,258			(60,831	)		(117,348	)		(265,354	)

Income before income taxes		2,240,929			2,624,255			730,914			2,106,885

Provision for income taxes		-			370,803			-			370,803

Net income	$	2,240,929		$	2,253,452		$	730,914		$	1,736,082

Net loss per share of common stock:
Basic & diluted	$	0.04		$	0.05		$	0.01		$	0.03

Weighted average number of shares outstanding -
Basic & diluted		51,100,000			50,000,000			50,930,769			50,000,000

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

NATURAL RESOURCES CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

	For the Nine			For the Nine
	Months Ended			Months Ended
	March 31,			March 31,
	2015			2014
	(Unaudited)			(Unaudited)
Operating Activities:

Net income	$	730,914		$	1,736,082
Adjustments to reconcile net income to net cash used by
operating activities:
Depreciation and amortization		1,227,384			142,070
Deferred income taxes		-			13,392
Changes in operating assets and liabilities:		-			-
Trade receivable		(3,252,031	)		(1,753,597	)
Prepaid assets		20,338			35,621
Inventory		(121,638	)		(934,623	)
Due from related parties		(231,859	)		-
Due from directors		(4,223	)		-
Deposits and other current assets		-			(6,523	)
Trade payable and accrued expenses		987,210			622,005
Due to related parties		36,918			(247,288	)
Due to directors		88,955			-
Deposits payable		(109,413	)		(286,712	)
Taxes payable		(275,736	)		-
Net cash used in operating activities		(903,181	)		(679,573	)

Financing Activities:
Purchase of property, plant and equipment		-			(17,328	)
Net cash used in investing activities		-			(17,328	)

Financing Activities:
Proceeds from paid-in capital		1,000,000			-
Common shares issued during merger		(1,161	)
Repayment for cash advance from bank		(28,749	)		-
Proceeds from debt		4,548,135			13,329,884
Repayment on debt		(4,331,505	)		(13,281,146	)
Payments on capital lease		(50,571	)		(85,811	)
Net cash provided by (used in) financing activities		1,136,149			(37,073	)

Effects of exchange rate changes on cash		1,270			120,666

NET INCREASE (DECREASE) IN CASH		234,238			(613,308	)

Cash at beginning of period		126,648			886,808
Cash at end of period	$	360,886		$	273,500

Supplemental disclosure of cash flow information:
Cash paid for interest	$	278,833		$	482,414
Cash paid for taxes	$	275,736		$	103,293

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

NATURAL RESOURCES CORPORATION

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

	For the Three Months			For the Three Months		For the Nine Months		For the Nine Months
	Ended			Ended		Ended		Ended
	March 31,			March 31,		March 31,		March 31,
	2015			2014		2015		2014


Net income	$	2,240,929		$	2,253,452	$	730,914	$	1,736,082

Other comprehensive income (loss)
Foreign currency translation adjustment		(2,504	)		120,666		1,270		120,666

Comprehensive income	$	2,238,425		$	2,374,118	$	732,184	$	1,856,748

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

NATURAL RESOURCES CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 - Description of business and summary of significant accounting policies

Description of business

Natural Resources Corporation, a Delaware corporation (the “Company”), was incorporated in the State of Delaware in July 2013, and was formerly known as Plum Run Acquisition Corporation (“Plum Run” or “Plum Run Acquisition”).

In March 2014, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares from existing shareholders, electing new offices and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the Company changed its name from Plum Run Acquisition Corporation to Natural Resources Corporation.

On August 12, 2014, the Company acquired, M-Power Food Industries Private Limited, a company incorporated in Singapore (“M-Power Industries”), in a stock-for-stock transaction (the “Acquisition”). The purpose of the Acquisition was to facilitate and prepare the Company for a registration statement and/or public offering of securities. M-Power Industries is a rapidly growing producer and wholesale distributer of dairy based ingredients and milk powder products to global food and beverage manufacturers. Hereafter, Natural Resources Corporation and its wholly owned operating subsidiary, M-Power Food Industries Private Limited, will be referred to as “the Company”.

On March 23, 2015, the “Company”, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Romulus Corp., a Nevada corporation (“Romulus Parent”), Romulus Merger Corp., a Delaware corporation (“Romulus Sub”), and Eastwin Capital Pte Ltd, a Singapore private limited company (“Eastwin”). Romulus Parent is currently a “shell company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934.

Under the Merger Agreement, upon consummation of the transaction Romulus Sub, a wholly-owned subsidiary of Romulus Parent, would merge with and into the Company (the “Merger”) after which Romulus Sub would cease to exist and the Company would be the surviving corporation in the Merger, and each outstanding share of the Company’s common stock would be converted into the right to receive shares of Romulus Parent (the “Merger Shares”) as described below, subject to the right of each holder of the Company’s common stock to exercise appraisal rights for such shares in accordance with the Delaware General Corporation Law. Prior to the execution of the Merger Agreement, Eastwin acquired 8,000,000 shares of Romulus Parent’s common stock (the “Eastwin Shares”) from Artem Rusakov, the majority shareholder of Romulus Parent, and in consideration for certain services to be provided by Eastwin to the Company, the Company reimbursed $375,000 of the purchase price on behalf of Eastwin (the “Eastwin Payment”). The Eastwin Payment owed to ArtemRusakov was secured by the Eastwin Shares. The Eastwin Payment was released from escrow to the Company upon completion of payment. As of March 31, 2015 and the date of this report, this transaction has not been completed and is subject to shareholder approval.

In the aggregate, holders of the shares of the Company’s common stock would receive approximately 124,000,000 Merger Shares in exchange for all of the outstanding shares of the Company’s common stock. As a result of the Merger, the Company would be a wholly-owned subsidiary of Romulus Parent. This transaction is more fully described in the Form 8-K filed by the Company on March 24, 2015.

Basis of Presentation

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of our condensed financial statements requires us to make estimates and assumptions that affect, among other areas, the reported amounts of trade receivables reserves and inventory reserves, impairment of long-lived assets, and recoverability of deferred tax assets. These estimates and assumptions also impact revenues, expenses and the disclosures in our condensed financial statements and the accompanying notes. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. All amounts are presented in U.S. dollars, unless otherwise noted.

The Company’s unaudited condensed financial statements are expressed in U.S. Dollars and are presented in accordance with U.S. GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the unaudited financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed interim financial statements reflect all adjustments of a normal and recurring nature which are considered necessary for a fair presentation of the results of operations for the interim periods presented. However, the results of operations for these interim periods are not necessarily indicative of the results that may be expected for the year ended June 30, 2015. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and footnotes thereto included in the Company’s draft registration statement on Form S-1/A. The Company’s fiscal year end is June 30.

Summary of significant accounting policies

Cash and cash equivalents – We classify as cash and cash equivalents time deposits and other investments that are highly liquid and have maturities of three months or less at the date of purchase. The Company has no cash equivalents as of March 31, 2015 and June 30, 2014.

Trade Receivables – We record trade receivables at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts, to reflect any anticipated loss and is charged to the provision for doubtful accounts, included in other operating expenses in the statements of operations. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers. The Company recognized provision of doubtful debts of $0 and $0 for the nine months period ended March 31, 2015 and for the fiscal year ended June 30, 2014.

Concentration of Credit Risk – We have a diversified, international customer base. We control credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. Credit risk with respect to receivables is concentrated in the food industry sector.

For the three months period ended March 31, 2015 and 2014 approximately 98% and 85% of the Company’s revenues were from three major customers, which constituted $4,365,500 and $5,544,550 of the Company’s revenues, respectively. $3,750,000 of the revenue is from one major customer, Roka Group Holdings Limited.

During the nine months periods ended March 31, 2015 and 2014 approximately 90% and 67% of the Company’s revenues were from three major customers, which constituted $5,677,085 and $11,871,418 of the Company’s revenues, respectively. $3,750,000 of the revenue is from one major customer, Roka Group Holdings Limited. As of the nine months period ended March 31, 2015, the accounts receivable from Roka Group Holding Limited were $3,750,000. As of the year ended June 30, 2014, the accounts receivable of these three customers were $485,537.

For the three months period ended March 31, 2015 and 2014 approximately 100% and 85% of the Company’s purchases were from three major suppliers, respectively, which constituted $469,707 and $4,470,483 of the Company’s purchases.

During the nine months period ended March 31, 2015 and 2014 approximately 80% and 81% of the Company’s purchases were from three and two major vendors, respectively, which constituted $2,900,378 and $11,114,429 of the Company’s purchases, respectively. As of the nine months period ended March 31, 2015, the accounts payables for these three vendors were $2,226,048. As of the year ended June 30, 2014, the amount owed to these three suppliers was $44,600.

Inventory – Inventory, consisting of raw materials, is stated at the lower of cost, using the first-in, first-out method (“FIFO”) to determine cost. If the cost of the inventory exceeds market value, provisions are made currently for the difference between the cost and the market value. We monitor inventory cost compared to selling price less margin in order to determine if a lower of cost or market reserve is necessary.

Property, plant and equipment – Property, plant and equipment are stated at cost. Repair and maintenance costs that do not improve service potential or extend economic life are expensed as incurred. Depreciation is recorded using the straight-line method over the estimated useful lives of our assets, which are reviewed periodically. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. Capital leases are depreciated over the shorter of the lease term or the estimated useful life of the improvements.

Financial instruments

The carrying amounts of our financial instruments, including cash, trade receivables, trade payable, and accrued expenses approximate fair value due to the short-term nature of these instruments or their stated rates approximating market rates. Our debt carries variable interest rates, which are reset monthly, or is relatively short term. Consequently, the carrying amounts of these financial instruments approximate fair value. We do not have any assets or liabilities that are measured at fair value on a recurring basis.

Fair Value of Financial Instruments

In accordance with Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement and Disclosure, the Company uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. The Company bases fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When observable market prices and data are not readily available, significant management judgment often is necessary to estimate fair value. In those cases, different assumptions could result in significant changes in valuation and may not be realized in an actual sale. Additionally, there may be inherent weaknesses in any calculation technique and changes in the underlying assumptions used, including discount rates, and expected cash flows could significantly affect the results of current or future values.

For certain financial instruments, including accounts receivable, accounts payable, accrued expenses and capital lease, the carrying amounts approximate fair value due to their relatively short maturities. In the case of the notes payable, the interest rate on the notes approximates the market rate of interest for similar borrowings. Consequently the carrying value of the notes payable also approximates the fair value. It is not practicable to estimate the fair value of the related party notes payable due to the relationship of the counter party.

All assets except for intangible assets of the Company are considered Level 1 due to short term maturity.

The Company adopted ASC 820-10 (formerly SFAS 157, “Fair Value Measurements”) on January 1, 2008. ASC 820-10 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments; and

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

The Company used Level 2 inputs for its valuation methodology for the milk brands.

	Carrying Value		Fair Value Measurement at
	As of		March 31, 2015
	March 31,		Using Fair Value Hierarchy
	2015		Level 1		Level 2		Level 3

Intangible Assets -

Milk Brands		9,179,610		-		9,179,610		-

Total		9,179,610		-		9,179,610		-

Intangible assets – Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition. Following initial acquisition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in the statement of comprehensive income in the year in which the expenditure is incurred.

For intangible assets acquired in a non-monetary exchange (see Note 6), the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values, unless the values of neither the assets received nor the assets transferred are determinable within reasonable limits, in which case the assets received are measured (by a third party) based on the carrying values of the assets transferred. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. An estimate of fair value can be affected by many assumptions that require significant judgment. For example, the income approach generally requires assumptions related to the appropriate business model to be used to estimate cash flows, total addressable market, pricing and share forecasts, competition, technology obsolescence, future tax rates and discount rates. Our estimate of the fair value of certain assets may differ materially from that determined by others who use different assumptions or utilize different business models. New information may arise in the future that affects our fair value estimates and could result in adjustments to our estimates in the future, which could have an adverse impact on our results of operations.

The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite useful lives are amortized over their estimated useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method are reviewed at least at each financial yearend. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite useful lives is recognized in the statement of comprehensive income in the expense category consistent with the function of the intangible asset.

Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually, or more frequently if the events and circumstances indicate that the carrying value may be impaired either individually or at the cash-generating unit level. Such intangible assets are not amortized. The useful life of an intangible asset with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of comprehensive income when the asset is derecognized.

Brands – The brands were acquired from a third party. The Management estimates the useful life of the brands is 7 years. Management believes that over the period under the contract, the brands are generating net cash inflows for the Company. The cost of the brands will be amortized over the period of 7 years.

Long lived assets impairment – We assess the recoverability of the carrying value of long-lived assets whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. We have the option of performing a qualitative assessment when assessing recoverability. We may also evaluate the recoverability of such assets based upon estimates of the undiscounted cash flows from such assets. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, a loss would be recognized for the difference between the fair value and the carrying amount. We did not incur any impairment charges during the periods presented as management determined that its long lived assets were not impaired.

Income taxes – We recognize deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the income tax and financial reporting carrying amount of our assets and liabilities. We monitor our deferred tax assets and evaluate the need for a valuation allowance based on the estimate of the amount of such deferred tax assets that we believe do not meet the more-likely-than-not recognition criteria. We follow guidelines in each tax jurisdiction regarding the recoverability of any tax assets recorded on the balance sheets and provide necessary valuation allowances as required. We review our deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. We also evaluate whether we have any uncertain tax positions and would record a reserve if we believe it is more-likely-than-not our position would not prevail with the applicable tax authorities. Penalties and interest, if any, are included in other expense on the statements of operations. Deferred tax assets and liabilities may be netted by jurisdiction, typically domestic and foreign, within the current and long-term classifications on the balance sheets.

Reclassifications- Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position.

Revenue recognition –According to ASC 605, the Company recognizes revenue when persuasive evidence of an arrangement exists, the service is performed or delivery has occurred, the price is fixed or determinable, and collectability is probable.

The Company considers a buyer’s confirmation to purchase as a persuasive evidence of a binding arrangement. A buyer’s confirmation includes instructions of ingredient formula and the fixed price agreed upon by both buyer and the Company. Finished goods are produced based on buyer’s instruction. For overseas buyers (i.e., buyers outside of Singapore), the Company’s general practice is to check a buyer’s credit risk through export credit insurance and insure the product through export credit insurance.

The risk of the ownership is considered transferred when the finished goods leave the Company’s warehouse or factory.

A buyer’s confirmation to purchase goods from the Company is irrevocable. For domestic customers (i.e., customers in Singapore), if the customer rejects the purchase order after the manufacturing process has begun, the Company invoices the customer for any manufacturing costs incurred and revenue is recognized. The Company will fully invoice and recognize as revenue for orders rejected after the time of shipment if all other revenue recognition criteria are met. If the overseas customer rejects the order during the manufacturing process, the Company will make a claim under its export credit insurance .

For the sales of services, the Company and buyer will enter into a service agreement to describe the service to be provided and the fee for services and the payment terms. Payment terms are agreed by both the Company and buyer. The Company assesses the credit risk and the reasonableness of collectability through the Company’s industry relationships and the Company’s knowledge of the industry. The revenue is recognized when services are rendered through the service term. For the sales of services for the three and nine month periods ended March 31, 2015, the Company rendered the services within the three month period and recognized the revenue accordingly.

Sales returns – The Company has no return or warranty policy. However, we may, on a case-by-case basis, accept returns relating to a quality dispute when the buyer can demonstrate and provide evidence to be examined and approved by the Company. Nonetheless, the Company does not expect quality disputes in a normal course of business since the manufacturing process is based on the instruction and formula provided by buyer. For the nine months period ended March 31, 2015 and 2014, the Company had sales return of $720,570 and $0 respectively.

Foreign currency translation – The Company’s reporting currency is the U.S. dollar. The Company’s functional currency is the local currency in Singapore, the Singapore Dollar (SGD). The financial statements of the Company are translated into United States dollars in accordance with ASC 830, FOREIGN CURRENCY MATTERS, using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. As of March 31, 2015, the cumulative translation adjustment of $51,897 was classified as an item accumulated of other comprehensive loss in the stockholders’ equity section of statement of financial position. As of June 30, 2014, the cumulative translation adjustment of $53,167 was classified as an item accumulated of other comprehensive loss in the stockholders’ equity section of statement of financial position.

Comprehensive income (loss) – Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, Accounting Standards Codification (ASC) 220, Comprehensive Income, requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. For the years presented, the Company’s comprehensive income (loss) includes net income (loss) and foreign currency translation adjustments and is presented in the statements of comprehensive loss. We had translation adjustment to other comprehensive gain of $(2,504) and $120,666 for the three months periods ended March 31, 2015 and 2014, respectively. We had translation adjustment to other comprehensive gain of $1,270 and $120,666 for the nine months periods ended March 31, 2015 and 2014, respectively.

Earnings per share – We calculate basic earnings per share by dividing our net income by the weighted average number of common shares outstanding for the period, without considering common stock equivalents. Diluted EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents, such as options and warrants. Options and warrants are only included in the calculation of diluted EPS when their effect is not anti-dilutive. The Company had no dilutive securities as of and for the nine months ended March 31, 2015. During the three month periods ended March 31, 2015 and 2014, basic earnings per share was $0.04 and $0.05, respectively. During the nine month periods ended March 31, 2015 and 2014, basic earnings per share was $0.01 and basic loss per share was $0.03, respectively.

Reverse Merger Accounting – For accounting purposes, the stock-for-stock transaction, should be treated as a reverse acquisition and recapitalization of M-Power Food Industries Private Limited (accounting acquirer) because, prior to the transaction, Natural Resources Corporation (the “Company”) was a non-operating public shell and, subsequent to the transaction, 200,000,000 shares and interests of common stock of M-Power Industries (all of which were held by M-Power Investments) were exchanged for and converted into, 50,000,000 shares of common stock of the Company. Accordingly, for accounting purposes, the transaction was treated as a reverse acquisition and recapitalization in accordance with US GAAP. The historical financial statements will be presented in the consolidated financial statements of M-Power Food Industries Private Limited. The common stock and the corresponding capital amounts of the Company pre-merger will be retroactively restated as capital stock shares reflecting the exchange ratio in the merger.

Fiscal Year End – Following the exchange transaction, the Company elected to adopt the June 30 year end of M-Power Food Industries Private Limited, the accounting acquirer.

Adopted Accounting Pronouncements

In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (ASU 2014-15), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company adopted ASU 2014-15 on the Company’s financial statement presentation and disclosures.

Recently issued accounting pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its financial statements and has not yet determined the method by which it will adopt the standard beginning January 1, 2017.

In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies. The Company does not expect the adoption of the standard update to have a material impact on its financial position or results of operations.

Other recent pronouncements issued by FASB (including its Emerging Issue Task Force), and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Note 2 – Accounts receivable

Accounts receivable consisted of the following as of March 31, 2015 and June 30, 2014:

	March 31, 2015		June 30, 2014
	(Unaudited)		(Audited)
Accounts receivable	$	5,768,598	$	2,516,567
Total accounts receivable	$	5,768,598	$	2,516,567

Note 3 – Inventories

Inventories consisted of the following as of March 31, 2015 and June 30, 2014:

	March 31, 2015		June 30, 2014
	(Unaudited)		(Audited)
Finished goods	$	-	$	40,240
Raw materials		750,384		588,506
Total inventories	$	750,384	$	628,746

The Company from time to time will make advance payments to certain vendor to purchase raw materials. The advance payments will be reflected under other receivables. The Company has other receivables of $600,000 and $267,285 related to advance payments for raw material as of March 31, 2015 and June 30, 2014, respectively.

Note 4 — Property, Plant and Equipment

Property, plant and equipment consist of the following:

	March 31, 2015			June 30, 2014			Useful Life (Years)
	(Unaudited)			(Audited)
Motor vehicles	$	78,881		$	78,881			5 – 7
Plant and equipment		436,407			436,408			10 – 15
Furniture and equipment		245,980			245,980			3 – 10
Leasehold improvements		1,674,834			1,674,834			19
Less: accumulated depreciation		(811,542	)		(685,717	)
	$	1,624,560		$	1,750,386

Depreciation expense for the nine months ended March 31, 2015 was $125,826. Depreciation expense for the nine months ended March 31, 2014 was $142,070. Depreciation expense for the three months ended March 31, 2015 was $41,942. Depreciation expense for the three months ended March 31, 2014 was $57,989.

Note 5 – Intangible asset

	March 31,			June 30,
	2015			2014
	(Unaudited)			(Audited)
Intangible asset – Milk Brands	$	10,281,168		$	10,281,168
Accumulated amortization		(1,101,558	)		-
Total intangible asset	$	9,179,610		$	10,281,168

Intangible assets are comprised of cost of purchase of milk brands from a third party.

The Company assigned the account receivable of $10,281,168 in June 2014 as a form of consideration to acquire milk brands. The Company had entered a Deed of Assignment among the Customer and the Seller on June 25, 2014. See the fair value valuation disclosure in note 1.

The intangible asset will be amortized for 7 years commencing in July 2014 by straight line method. The amortization expense for the nine months ended March 31, 2015 was $1,101,558. The amortization expense for the three months ended March 31, 2015 was $367,185. There was no amortization for the three and nine months period ended March 31, 2014.

Note 6 – Debt

Debt consists of the following:

	March 31, 2015			June 30, 2014
	(Unaudited)			(Audited)
Term loan 1	$	-		$	293,460
Term loan 2		-			293,495
Term loan 3		-			234,551
Term loan 4		-			825,267
Term loan 5		-			280,516
Term loan 6		-			68,884
Term loan 7		1,210,310			1,256,744
Term loan 10		3,385,648			-
Short term loan		226,170			-
Trust receipts		2,022,455			3,375,036
Total debt		6,844,583			6,627,953
Less: current portion		(4,576,199	)		(4,912,397	)
Long-term portion of debt	$	2,268,384		$	1,715,556

Term Loans

All term loans were originally denominated in SGD currency.

Term loan 1 is repayable by 96 months with monthly installment of $4,207 for the first year. Interest rate for the first year is fixed at 1.88% per annum; second year is fixed at 1.98% per annum and for the third year is fixed at Singapore Lending Rate (SLR) at 3.25% per annum. Thereafter, interest rate is at 0.75% above Singapore Lending Rate (SLR).

Term loan 2 is repayable by 96 months with monthly installment of $4,207 for the first year. Interest rate for the first year is fixed at 1.88% per annum; second year is fixed at 1.98% per annum and for the third year is fixed at Singapore Lending Rate (SLR) at 3.25% per annum. Thereafter, interest rate is at 0.25% above Singapore Lending Rate (SLR).

Term loan 3 is repayable by 96 months with monthly installment of $3,362 for the first year. Interest rate for the first year is fixed at 1.88% per annum; second year is fixed at 1.98% per annum and for the third year is fixed at Singapore Lending Rate (SLR) at 3.25% per annum. Thereafter, interest rate is at 0.25% above Singapore Lending Rate (SLR).

Term loan 4 is repayable by 168 months with monthly installment of $6,222. Interest rate for the first year is fixed at 1.68% per annum; second year is fixed at 1.98% per annum and for the third year is fixed at Singapore Lending Rate (SLR) at 3.25% per annum. Thereafter, interest rate is at 0.2% above Singapore Lending Rate (SLR).

Term loan 5 is repayable by 96 months with monthly installment of $3,790. Interest rate is fixed at 1.98% per annum for the first year; second year and third year are fixed at Singapore Lending Rate (SLR) at 3.25% per annum. Thereafter, interest rate is at 0.25% above Singapore Lending Rate (SLR).

Term loan 6 is repayable by 24 monthly equal installments of $10,741. Interest rate per annum is chargeable at 7.50%.

Term loan 7 is repayable by 15 monthly installments or by such other installments as may be specified or fixed by the Bank. The interest rate is at 2% per annum above the Bank’s Prime Lending Rate.

Term loan 10 is repayable by 35 monthly installments of $70,674 and a final installment of $2,250,390 or such other amount as notified by the Lender to the Borrower from time to time. The interest rate shall be payable at 2.0% above the IFS S$ Prime Rate per annum on the date of the first drawdown & thereafter on each Repayment Date or 2.0% above IFS S$ Costs of Fund per annum, whichever is higher on monthly rate. This loan was collateralized by the property of the Company. Term loan10 is used to refinance term loan 1, term loan 2, term loan 3, term loan 4 and term loan 5.

Short term loan is a straight due on demand loan from an unrelated individual. This loan bears simple interest at the rate of 4% monthly.

Trust Receipts

Trust receipts are originally denominated in USD currency.

The Company renewed its trust receipt agreement with Standard Chartered Bank (the “Bank”) in February of 2013.

The interest rate of trust receipts per annum is chargeable at 0.50% above the interest at Singapore Base Finance Rates (local transactions) and 2.75% above the interest of Singapore Base Finance Rates(foreign transactions). The term of the settlement is 90 days from the release of merchandise to the Company from the Bank.

The term loan and trust receipts are collateralized by way of:

Properties of the Company;

Properties of Directors;

Fixed deposits of the Directors; and

Joint and several guarantees by the Directors

Future contractual maturities of debt are as follows, as of March 31, 2015:

Year ending March 31,
2016	$	4,576,199
2017		1,117,264
2018		1,151,120
2019		-
2020		-
Thereafter		-
	$	6,844,583

Interest expense of $54,640 and $112,752 was included in finance cost in the statements of operations for the three months period ended March 31, 2015 and 2014, respectively. For the nine months period ended March 31, 2015 and 2014, interest expense of $79,671 and $139,912 respectively, were included in finance costs in the statements of operations.

During the three months period ended March 31, 2015, the Company had a net total gain of $124,397 on foreign currency exchange, none of which resulted from trust receipts or from the term loan. During the three months period ended March 31, 2014, the Company had a net total gain of $58,042 on foreign currency exchange, none of which resulted from trust receipts or from the term loan.

During the nine months period ended March 31, 2015, the Company had a net total of $105,514 gain on foreign currency exchange none of which resulted from trust receipts or resulted from the term loan. During the nine months period ended March 31, 2014, the Company had a net total of $44,966 gain on foreign currency exchange none of which resulted from trust receipts or resulted from the term loan.

Note 7 – Capital Leases

The Company has acquired assets under the provisions of long-term leases expiring through June 2016. For financial reporting purposes, minimum lease payments relating to these assets have been capitalized.

The assets under capital leases have cost and accumulated amortization as follows:

	March 31, 2015			June 30, 2014
	(Unaudited)			(Audited)
Motor vehicles	$	78,881		$	78,881
Plant and equipment		90,127			90,127
Furniture and equipment		235,349			235,349
Less: accumulated depreciation		(121,787	)		(88,910	)
Total:	$	282,570		$	315,447

Maturities of capital lease obligations as of June 30, 2014 are as follows:

2015	$	75,722
2016		9,935
Total minimum lease payments		85,657
Amount representing interest		(8,434	)
Present value of minimum lease payments		77,223
Less: current portion		(68,463	)
Total:	$	8,760

Interest expense related to capital lease was $1,936 and $2,603 for the three month periods ended March 31, 2015 and 2014, respectively. For the nine month periods ended March 31, 2015 and 2014, the interest expense related to capital leases was $5,356 and $8,187, respectively.

Note 8 – Stockholders’ equity

Common stock – We have authorized 100,000,000 shares of Common Stock, par value $.0001 per share and 51,100,000 shares outstanding at March 31, 2015. The holders of the issued and outstanding shares Common Stock are entitled to one vote per share on any matter to be voted on by the stockholders of the Company and are entitled to receive any dividends declared.

As a result of a reverse acquisition on August 12, 2014 M-Power Food Industries Pte. Ltd received 50,000,000 shares of the Company’s common stock. Such shares were accounted for as part of recapitalization shares. Previous shareholders of the Company held 1,100,000 shares of the Company’s common stock.

On October 31, 2014, M-Power Investment Pte. Ltd., the holding company of M-Power Food Industries Pte. Ltd. ("MPI") invested $1,000,000 in the Company to fund the operation of M-Power Food Industries Pte. Ltd. The funds are accounted for as additional paid-in capital since there are no repayment terms for this funding and nor the MPI expects to be repaid by the Company.

Note 9 - Operating leases

We lease certain office space under non-cancellable operating lease agreements. The leases typically run for a period of three years, with an option to renew the lease after that date.

Future minimum rental payments required under all leases that have remaining non-cancellable lease terms in excess of one year as of March 31, 2015 are as follows:

Year Ending March 31,
2016	$	306,164
2017		278,777
2018		18,000
2019		18,000
2020		18,000
	$	638,841

Rent expense was $73,341 and $7,818 for the three month periods ended March 31, 2015 and 2014, respectively. For the nine month periods ended March 31, 2015 and 2014, rent expense was $222,979 and $192,995, respectively.

Note 10 – Income taxes

The Company is incorporated under the laws of the State of Delaware in the United States of America and has a legal subsidiary in Singapore. The Company does not have any employees or assets nor or is it engaged in any income producing activities in the Unites States. The Company is currently filing Federal income tax returns in the United States and applicable franchise tax returns in the state of Delaware.

The Company’s only income producing activities are in Singapore. The statutory corporation income tax rate in Singapore is 17%, which is approximately equal to the effective income tax rate that the Company expects to use when recording income tax expense for financial reporting purposes for the year ending June 30, 2015.

The components of net deferred tax liabilities are as follows:

	March 31, 2015		June 30, 2014
	(Unaudited)		(Audited)
Deferred tax liabilities	$	114,861	$	114,861

Under current accounting standards, we must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We measure the tax benefits recognized in the financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to our subjective assumptions and judgments which can materially affect amounts recognized in our balance sheets and statements of income. Our assessment of tax positions as of March 31, 2015 and June 30, 2014, determined that there were no material uncertain tax positions.

Note 11 – Commitments and contingencies

Credit Risk – Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Company. The major classes of financial assets of the Company are cash and trade receivables. For trade receivables, the Company adopts the policy of dealing only with customers with appropriate credit history. The Company does not require collateral with respect to trade receivables. For other financial assets, the Company adopts the policy of dealing only with high credit quality counterparties.

For the management of credit risk, the Company has purchased credit risk insurance in order to ensure the recoverability of its receivables. This policy covers milk products and related products. Services provided by the Company are not covered by insurance. As of March 31, 2015 and June 30, 2014, approximately 25% and 90% of the trade receivables were insured, respectively. The coverage of 25%and 90% was effective as of March 31, 2015 and June 30, 2014, respectively.

At the balance sheet date, the Company’s maximum exposure to credit risk is represented by the carrying amount of each class of financial assets recognized in the balance sheet.

Liquidity Risk – Liquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Company monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Company’s operations and to mitigate the effects of fluctuations in cash flows.

Interest Rate Risk – The Company is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than its functional currency. The currency giving rise to this risk is primarily the U.S. Dollar.

The Company does not have a hedging policy on its foreign currency exposure.

From time to time, we are involved in legal proceedings arising in the ordinary course of our business. We are currently not a party to any pending legal proceedings and no such actions by, or to the best of our knowledge, against us have been threatened.

Note 12 — Related-party transactions

a) Related parties:

Related Parties		Relationship with the Company
M-Power Development Ptd Ltd (MPD)		Asset holding management company
M-Power Investment Pte Ltd (MPI)		Holding company
Perry Holzgraf Esculier		Stockholder and Director

b) The Company had the following related party balances at March 31, 2015 and June 30, 2014:

	March 31, 2015		June 30, 2014
	(Unaudited)		(Audited)

Due to MPD	$	43,247	$	-
Due to MPI		317,365		323,694
Due to Director		88,955		-
Total due to related parties and directors	$	449,567	$	323,694
Due from related parties	$	4,223	$

The related party transactions were comprised primarily of the expenses paid by MPD and MPI on the Company’s behalf. The office was leased from MPD by the Company on an annual rent denoted in Singapore Dollars and is equivalent to US Dollar $71,426. The balance due to MPI is the result of the offsetting of a related party payable among the Company, MPI and MPD at the year end. No offsetting occurred during the nine months period ended March 31, 2015. Due to directors are borrowings from directors to support company’s operation. Due from related parties are business expenses and travel advances to officers and directors.

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us 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 such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those listed under the heading “Risk Factors” and those listed in our other Securities and Exchange Commission filings. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report. Unless the context otherwise requires, references in this report to “we,” “us,” “NRC,” or the “Company” refer to Natural Resources Corporation.

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

The Company was incorporated in the State of Delaware in July 2013, and was formerly known as Plum Run Acquisition Corporation (“Plum Run” or “Plum Run Acquisition”). On August 12, 2014 the Company acquired M-Power Food Industries Private Limited, a Singapore company ( hereafter referred to as “M-Power Industries” or “M-Power”), in a stock-for-stock transaction (the “Acquisition”). M-Power Industries was formed in 2001 in Singapore. Hereafter, Natural Resources Corporation and M-Power Food Industries Private Limited will be generally referred to as “the Company”.

References to the financial condition and performance of the Company below in this section “Management’s Discussions and Analysis of Financial Condition and Results of Operation” include M-Power Industries, provided that (a) references to the financial statements for the three and nine months ended March 31, 2015 and the balance sheet at March 31, 2015, respectively, are made to the Company; and (b) references to the financial statements for the fiscal year ended June 30, 2014 and the fiscal year ended June 30, 2013, respectively, and the balance sheet at June 30, 2014 and June 30, 2013, respectively, are made to “M-Power Industries” which means the stand-alone financial statements (audited) of M-Power Food Industries Private Limited.

Overview

The Company management assesses the strengths and weaknesses of the Company as follows:

Strengths

M-Power Industries, a wholly owned operating subsidiary of Natural Resources Corporation, is a Singapore company that serves the global food industry. M-Power Industries relies on the experience and network of its sales team to promote its products to various markets around the globe such as the Middle East and Asia. M-Power Industries also relies on a network of agents and buyers in the Middle East and portions of the Chinese market.

M-Power Industries’ proactive approach to serve its customers has resulted in strong brand and product loyalty from its customers. As a result, 90% of M-Power Industries’ customers renew their orders, and its largest buyers sign long-term contracts spanning a delivery schedule of three (3) months.

M-Power Industries devotes itself to supplying tailor made formulations to enable its customers to improve their cost control, ensure the quality of their final products and remain a step ahead of competition.

M-Power’s R&D and production teams dedicate themselves to deliver products formulated to best suit the needs of M-Power’s customers. M-Power Industries dedicates its resources to understanding how the buyers’ production lines work and how the formulated milk powders can be used to increase yield, cost control and quality enhancement of their final products.

M-Power Industries is ISO 22000 certified guaranteeing its customers the safety of the products and the management systems.

M-Power Industries has a factory approved by the Singapore Agri-Food and Veterinary Authorities (AVA).

M-Power Industries’ products are Halal Certified by the Muslim authorities in Singapore (MUIS).

M-Power Industries strives to provide competitive prices to its customers thanks to the company’s experienced sales and purchasing teams. Economies of scale can be made by purchasing raw materials at the right time and selling at a cost lower than the price premium buyers would pay elsewhere. The Company’s prices are on average 5-10% lower than those of its competitors, depending on the range of products.

The Company benefits from its strategic geographic location in Singapore, a recognized transportation hub. Transit times between Singapore and the Middle East and Asia are generally not more than 15 days.

M-Power Industries is able to provide various credits to its buyers: Documents against Acceptance (D/A) payable at 30 days as well as Letter of Credit payable at 30 or 60 days. The D/A payments are covered by an export insurance company, and letters of credit are confirmed, limiting the risk for the company while giving payment flexibility to its buyers.

M-Power Industries has brands that are well-accepted in the market. In order to boost market penetration and prior to the building of its production facilities in 2011 in Singapore, M-Power Industries came to an agreement in 2010 with a third party covering brand use rights. The agreement allowed M-Power Industries to use certain brands for its products on the condition that it should purchase these brands within 5 years with payment spread over 10 years from the end of 2014 onward.

Challenges

M-Power Industries needs to invest more in R&D to develop new milk powder formulations for ice cream, dairy beverage, and cheese manufacturers in order to meet local taste and texture profiles for emerging markets such as China and the Middle East, and to reach new food makers’ profiles such as manufacturers of ready-to-eat meals and sauces, and frozen yogurts.

M-Power Industries needs additional manpower to develop sales in large markets such as China, Africa, and Latin America.

The move into developing and launching new lines of products such as instant dairy based powders, enhanced formulated milk powders, and at a later stage, baby formula, requires investing in a wet blend production facility to guarantee the product quality and cost control.

M-Power Industries needs to secure an additional source of supply of raw ingredients to ensure stable quantity and quality for its current production unit, as well as for the plant in Malaysia.

Distinctive Competencies

M-Power Industries relies on an experienced team of Research & Development and Sales professionals.

The key personnel of the Company have been in the import and export field for more than 20 years, and they have specialized in the area of dairy products for more than 10 years.

M-Power Industries strives to provide tailor made formulated milk powders for specific applications of the food industry.

M-Power Industries is proud to count in its teams various nationalities such as Singaporean, French, Chinese, Malay, Indian, and Vietnamese. This helps promote respect and a broader understanding of different cultures within the Company and outside.

Opportunities

Higher milk production outputs from Europe, New Zealand and USA have contributed to the reduction of the world dairy prices since the beginning of the year. At the same time, China is enforcing tighter importing rules starting May 2014; hence the world dairy prices will be less influenced by China dairy demand. A key contributing factor weighing on whole milk powder markets has been the sudden drop in the pace of Chinese imports of whole milk powder in the latter half of 2014. For 2015, China is expected to return to the whole milk powder market but import demand will be reduced as significant internal stocks are drawn down.

The demand from the developing countries for pudding/desserts, ice cream, functional cheese, soups, sauces, ready-to-eat meals, ice cream, and yogurts will be the target markets for M-Power’s formulated milk powders.

M-Power Industries believes that investing in a plant in Malaysia will provide the needed support for its growth.

The instant dairy process combined with the wet blending process utilized by the Malaysian plant will be a valuable asset since the other instant dairy products and formulated milk powders on the market are still limited.

In the meantime, the Company is also looking at possible mergers and acquisitions in order to strengthen its position rapidly in new markets such as South America or the Indian continent.

The Trans-Pacific Partnership (TPP), which is currently being negotiated, and includes Singapore, Malaysia, Australia, New Zealand, Mexico, Canada and the United States among others, would create a favorable structure for the exports from North America to Singapore and Malaysia. This will represent material cost savings related to import duties. The TPP is anticipated to harmonize the sanitary and phyto-sanitary system among all signatory members of the agreement.

Furthermore, by end of 2015 the ASEAN Economic Community blueprint will take form and will improve the trade between the ten signatory members (Singapore, Malaysia, Vietnam, Philippines, Cambodia, Indonesia, Thailand, Lao, Myanmar, Brunei) by allowing the free movement of goods and services among the region. Thus, M-Power Industries expects to expand its sales in the South East Asia region thanks to the location of its current factory in Singapore and to the upcoming plant in Malaysia.

Threats

Milk availability and prices are influenced by several factors, such as the weather and the number of cows. In 2013 a drought in New Zealand reduced the milk availability on export markets hence putting pressure on milk prices. In 2014, the Company has seen higher milk output in New Zealand, but also in Australia, and in the EU. At the same time, the US milk producers have increased the number of cow heads.

Demand from major international buyers such as Algeria and Venezuela, through their tenders, as well as China, influence dairy prices. We have seen that the demand of these international buyers being satisfied has caused an easing on prices that started at the beginning of 2014. International dairy prices have plummeted due to increased global milk production, lower import demand, the Russian ban on imports of dairy products from several major producers, and a strengthening dollar. This precipitous drop was particularly evident in the price of whole milk powder (WMP) which after lingering at around $5,000/ton fell sharply by over 50 percent since January 2014 and are now reportedly trading as low as $2,300/ton FAS.

China, India and Argentina also affect the world dairy prices from time to time through government export quotas or temporary export bans or restrictions.

Key Success Factors

M-Power Industries expects its sales to grow by penetrating new geographical markets such as Latin America, China, and some countries in Africa, and by diversifying its products.

M-Power Industries focuses on tightening its ties with business groups in targeted countries such as local chambers of commerce and food manufacturers associations, and on developing long term business relationships with importers, retailers and manufacturers.

M-Power Industries puts an emphasis on Research and Development to stay ahead of competition and to deliver the most suitable products for its customers.

Another factor of success for the Company will be the development of new formulations at the wet blend factory to be located in Malaysia.

Revenues and Losses

M-Power Industries had sales of $703,039 during the three-month period ending March 31, 2015 as compared to sales of $6,560,111 during the three-month period ending March 31, 2014. For the nine month periods ended March 31, 2015 and 2014, the Company had revenues of $6,543,249 and $17,637,225, respectively. For the 9 months ended 31 March 2015, sales in our existing markets have been decreasing constantly. Cost of revenue decreased accordingly due to decreases of revenue.

M-Power Industries had sales returns of $720,250 during the nine-month period ending March 31, 2015 as compared to $0 sales returns during the nine-month period ending March 31, 2014. The sales return was due primarily to an isolated incident of unaccepted organoleptic parameters (e.g., the color, smell, taste and other characteristics of our products) by a specific customer, which dispute was thereafter resolved amicably between such customer and the Company as reflected in the sales return financial data for the nine-month period ended March 31, 2015. We do not expect such incident in our normal course of business.

Our sales have not recovered in the Middle East after the Arab Spring period as the international price drop in milk prices has caused many buyers to turn back to regular milk powders.

International dairy prices have plummeted due to increased global milk production, lower import demand, the Russian ban on imports of dairy products from several major producers, and a strengthening dollar. This precipitous drop was particularly evident in the price of whole milk powder (WMP) which after lingering at around $5,000/ton fell sharply by over 50 percent since January 2014 and are now reportedly trading as low as $2,300/ton FAS.

M-Power Industries had net income during the three month period ending March 31, 2015 of $2,240,929 as compared to net income of $2,253,452 during the three month period ending March 31, 2014. For the nine month periods ended March 31, 2015 and 2014, net income was $730,914 and $1,736,082, respectively.

In addition to the reduction of our sales to the Middle East, we also experienced reduction of sales in China and Africa. China has been reducing imports due to accumulated stocks of similar goods in China. The reduction in Africa is mainly due to political turmoil.

Our general and administrative expenses increased because we incurred more professional expenses such as legal, auditing, and consulting fees during our merger in August 2014.

Equipment Financing

The Company has ongoing equipment financing arrangements for $282,570 as of March 31, 2015.

Pricing

The Company believes that it maintains competitive pricing for its products. As a commodity, prices of milk powders depend on the supply availability and whether the buyers are long or short in products. With respect to functional milk powders and value added milk powders such as enriched vitamin milk powders, prices are less subject to volatility; they do, however, follow the same upward or downward trend.

When the dairy market is not volatile, the Company bases its pricing by adding a markup on the cost of the product. However, when the dairy market starts to be highly volatile, the Company follows the price of milk powders set by competitors, and when possible offers a more competitive price.

The Company can provide credit terms to its customers such as Letter of Credit (L/C) or Documents Against Acceptance (D/A) payable at 30 or 60 days from Bill of Lading’s date, which financing costs are incurred in the pricing to the buyers.

The Company’s export sales are always secured. If payment is not by Letter of credit, the Company will arrange cover of the buyer by Export Credit Insurance.

Growth

The Company expects to expand sales of its dairy based products in the future, as it continues to commercialize its products in additional markets. The Company is therefore working on diversification of markets and also diversification of products through organic growth and/or growth through mergers and acquisitions to have access to new export markets and to consolidate revenues, although such efforts are dependent on economic conditions globally as well as in potential target markets.

Alternative Financial Planning

The Company has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company’s ability to expand its business plan or strategy over the next two years will be jeopardized.

Critical Accounting Policies

Revenue recognition – According to ASC 605, the Company recognizes revenue when persuasive evidence of an arrangement exists, the service is performed or delivery has occurred, the price is fixed or determinable, and collectability is probable.

The Company considers a buyer’s confirmation to purchase as persuasive evidence of a binding arrangement. A buyer’s confirmation includes instructions of ingredient formula and the fixed price agreed upon by both buyer and the Company. Finished goods are produced based on buyer’s instruction. For overseas buyers (i.e., buyers outside of Singapore), the Company’s general practice is to check a buyer’s credit risk through export credit insurance and insure the product through export credit insurance.

The risk of the ownership is considered transferred when the finished goods leave the Company’s warehouse or factory.

Allowance for doubtful accounts – Accounts receivable are recorded at net realizable value or the amount we expect to collect on gross customer trade receivables. If we become aware of a customer’s inability to meet its financial obligations after a sale has occurred, the Company records an allowance to reduce the net receivable to the amount it reasonably believes it will be able to collect from the customer. For domestic customers, the Company is not aware of any such customer’s inability to meet its financial obligations. For overseas customers, the sales are insured by export credit insurance whereby the Company is able to claim the full amount invoiced.

Intangible assets – Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in a business combination is their fair value as of the date of acquisition. Following such initial acquisition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in the Company’s statement of comprehensive income in the year in which the expenditure is incurred.

For intangible assets acquired in a non-monetary exchange (see Note 6), the estimated fair value of the assets transferred (or the estimated fair value of the assets received, if more clearly evident) is used to establish their recorded values, unless the value of neither the assets received nor the assets transferred is determinable within reasonable limits, in which case the assets received are measured (by a third party) based on the carrying values of the assets transferred. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. An estimate of fair value can be affected by many assumptions that require significant judgment. For example, the income approach generally requires assumptions related to the appropriate business model used to estimate cash flows, total market shares, pricing and share forecasts, competition, technology obsolescence, future tax rates and discount rates. Our estimate of the fair value of certain assets may differ materially from that determined by others who use different assumptions or utilize different business models. New information may arise in the future that affects our fair value estimates and could result in adjustments to our estimates in the future, which could have an adverse impact on our results of operations.

Reverse Merger Accounting – For accounting purposes, the stock-for-stock transaction with M-Power Food Industries Private Limited (“M-Power Industries”), is treated as a reverse acquisition and recapitalization of M-Power Industries (accounting acquirer). Prior to this transaction, the Company was a public shell company, and in the transaction, 200,000,000 shares of common stock of M-Power Industries (all of which were held by M-Power Investments) were exchanged for and converted into 50,000,000 shares of common stock of the Company. Accordingly, for accounting purposes, the transaction was treated as a reverse acquisition and recapitalization in accordance with US GAAP. The historical financial statements will be presented in the consolidated financial statements of M-Power Food Industries. The common stock and the corresponding capital amounts of the Company pre-merger will be retroactively restated as capital stock shares reflecting the exchange ratio in the merger.

Business and Operating Procedures

The business model and operating procedures of the Company are summarized below.

The basic workflow of the Company is briefly summarized in the five-step process that is highlighted below:

-First, the Company receives orders and quarterly forecasts for its dairy products from its overseas customers (mainly food manufacturers) including, but not limited to, product type, quantities and shipment schedule.

-Second, the Company places orders with its suppliers (also overseas) for the required milk ingredients based on forecasts provided by customers.

-Third, suppliers prepare orders and ship to Singapore.

-Fourth, the milk ingredients are received/imported into Singapore. They are processed and transformed into dairy products by the Company's production plant in Singapore based on orders from customers.

-Fifth, the Company’s dairy products are packaged in 25kg bags placed in containers and delivered/exported by sea to the Company's customers worldwide.

The business model is based on an 80% pre-sold basis and on a 20% ad-hoc basis. Therefore, the favorable or unfavorable impact on net sales or revenues or income from continuing operations is dependent on the 20% ad hoc orders. The impact is mainly from changes in raw material prices.

The Company’s export sales are payable either by letter of credit or by payment against documents guaranteed by export credit insurance.

The Company’s import purchases are payable either by letter of credit or by payment against documents.

Trade Receivables – We record trade receivables at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts, to reflect any anticipated loss and is charged to the provision for doubtful accounts, included in other operating expenses in the statements of operations. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers. The Company recognized provision of doubtful debts of $0 and $0 as of March 31, 2015 and as of March 31 2014, respectively.

For the three month period ended March 31, 2015 and 2014 approximately 98% and 85% of the Company’s revenues were from three major customers, respectively, which constituted $4,365,500 and $5,544,550, respectively, of the Company’s revenues. $3,750,000 out of the revenue is from one major customer Roka Group Holdings Limited for training with respect to technical know how for the production of formulated powdered milk, including training materials, testing and factory set up for production.

During the nine month periods ended March 31, 2015 and 2014 approximately 90% and 67% of the Company’s revenues were from three major customers, respectively, which constituted $5,677,085 and $11,871,418, respectively, of the Company’s revenues. As of the three nine month periods ended March 31, 2015, the accounts receivable from Roka Group Holdings Limited were $3,750,000. As of the year ended June 30, 2014, the accounts receivable of these three customers were $485,537.

For the three month periods ended March 31, 2015 and 2014 approximately 100% and 85% of the Company’s purchases were from three major suppliers, respectively, which constituted $469,707 and $4,470,483, respectively, of the Company’s purchases.

During the nine month period ended March 31, 2015 and 2014 approximately 80% and 81% of the Company’s purchases were from three and two major vendors, respectively, which constituted $2,900,378 and $11,114,429, respectively, of the Company’s purchases. As of the nine month period ended March 31, 2015, the accounts payables of these three vendors are $2,226,048. As of the year ended June 30, 2014, the amount owed to these three suppliers was $44,600.

Capital Resources

As of March 31, 2015, M-Power Industries had cash available of $360,886. As of June 30, 2014, the Company had a cash balance of $126,648.

The Company’s proposed business plans over the next two years will necessitate additional capital and financing. Accordingly, the Company plans to raise some outside funding in the next year, for the purposes of funding its business and plans.

There can be no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash on hand, the Company will be unable to implement its contemplated business plans and operations unless it obtains additional financing or otherwise is able to generate sufficient revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans. In order to increase capital, the Company intends to issue additional shares of common stock for sale in either a public offering or a private placement. Although the Company has no immediate plans to do so as of the date of this prospectus, such an offering is expected to be necessary in order for the company to create new products and expand its business as planned.

To date, the Company has not suffered from a significant liquidity issue.

The Company anticipates a significant budget for sales and marketing activities as the Company expands and rolls out its products to broader market segments.

In terms of liquidity, the Company (as of March 31, 2015) has the following:

	1.	Fully paid up capital of $2,589,676
	2.	Cash at bank of $360,886
	3.	Liquid assets other than cash of $5,768,598

Total amount: $8,719,160

The Company used cash from operations of $903,181 for the nine months ended March 31, 2015 as compared to $679,573 for the nine month period ended March 31, 2014. The increase of cash used for operations is mainly due to decreased net income, more increase of accounts receivable, offset by increased depreciation and less purchase of inventories.

To finance its sales and purchase operation, banks provided the Company with short term financing through trust receipts of $4,576,199 and $4,912,397 as of March 31, 2014 and as of June 30, 2014, respectively. A trust receipt is short term financing provided by banks to the Company and is repayable within 90 days from date of financing.

The Company’s commitment for capital expenditures is mainly for financing the imports of raw materials and the day-to-day business operations expenses. For capital expenditures the commitments are met based on the confirmed sales.

The Company has determined that approximately 20% of our sales are from customers’ ad hoc orders; these orders are greatly impacted by the industry trends and could result in reduction of revenues and profits by negative trends in the industry.

The Company has a mixed record of earning revenues, and the Company may experience losses in the near term. The Company needs to maintain a steady operating structure, ensuring that expenses are contained such that profits are consistently achieved. In order to expand the Company’s business, the Company would likely require additional financing. As an early-stage company, management of the Company must continually develop and refine its strategies and goals in order to execute the business plan of the Company on a broad scale and expand the business.

One of the biggest challenges facing the Company will be in securing adequate capital to continue to expand its business and build a larger scale and more efficient set of operations. Secondarily, an ongoing challenge remains the maintenance of an efficient operating structure and business model. The Company must keep its expenses and the costs of employees at a minimum in order to generate a profit from the revenues that it receives. Third, in order to expand, the Company will need to continue implementing effective sales, marketing and distribution strategies to reach the intended end customers. The Company has devised its initial sales, marketing and advertising strategies; however, the Company will need to continue refinement of these strategies and also skillfully implement these plans in order to achieve ongoing and long-term success in its business. Fourth, the Company must continuously identify, attract, solicit and manage employee talent, which requires the Company to consistently recruit, incent and monitor various employees

The Company’s perspective regarding the need for capital is for the preparation for the projected increase in production from FY 2015 to FY 2017. We anticipate that Singapore’s operation will recover slowly into FY 2015 from the slowdown experienced in connection with the Arab Spring and its repercussions, which impacted the business in the Middle East.

The Company believes expansion plans in Malaysia will have to be postponed to 2017. The Company expects to finance such expansion through one or more loans and anticipates that it will need to borrow approximately $20 million to do so.

Income Tax rate is assumed to be 17% from FY 2015 based on a weighted average tax rate for both Singapore and Malaysia operations.

Significant Financial Information for Three Months and Nine Months ended March 31, 2015 for M-Power Industries

M-Power Industries had sales of $4,453,039 during the three-month period ending March 31, 2015 as compared to sales of $6,560,111 during the three-month period ending March 31, 2014. For the nine month period ended March 31, 2015 and 2014, the Company had revenues of $6,543,249 and $17,637,225, respectively. The reduction of revenues resulted from the continued decrease of our exports to the Middle East region, which has continued to be affected by political instability. Further, international dairy prices have plummeted due to increased global milk production, lower import demand, the Russian ban on imports of dairy products from several major producers, and a strengthening dollar. This precipitous drop was particularly evident in the price of whole milk powder (WMP) which after lingering at around $5,000/ton fell sharply by over 50 percent since January 2014 and are now reportedly trading as low as $2,300/ton FAS. Our sales in the Middle East after the Arab Spring period have not recovered as the international price drop in milk prices has caused many buyers to turn back to regular milk powders.

M-Power Industries had net income during the three-month period ending March 31, 2015 of $2,240,929 as compared to net income of $2,253,452 during the three-month period ending March 31, 2014. For the nine month period ended March 31, 2015 and 2014, net income was $730,914 and $1,736,082, respectively.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company’s principal executive officer (who is also the principal financial officer).

Based upon that evaluation, we believe that the Company’s disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

This Quarterly Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Quarterly Report.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We may occasionally become involved in various lawsuits and legal proceedings arising in the ordinary course of business. Litigation is subject to inherent uncertainties and an adverse result in these or other matters that may arise from time to time could have an adverse effect on our business, financial condition or operating results. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors

Not applicable.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

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.

		NATURAL RESOURCES CORPORATION
		(Registrant)

Date: June 30, 2015	By:	/s/ Elsa Holzgraf Esculier
		Elsa Holzgraf Esculier
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.		Document Description
31.1 †		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 †		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 ‡		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as signed by the Chief Executive Officer
32.2 ‡		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as signed by the Chief Financial Officer
101.INS†		XBRL Instance Document
101.SCH†		XBRL Schema Document
101.CAL†		XBRL Calculation Linkbase Document
101.DEF†		XBRL Definition Linkbase Document
101.LAB†		XBRL Label Linkbase Document
101.PRE†		XBRL Presentation Linkbase Document

†

Filed herewith

‡

Furnished herewith

Natural Resources Corp - FORM 10-Q - July 1, 2015

Attached files

Natural Resources Corp Reports