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EX-31.1 - CERTIFICATION - Nogales Resources Corpnogl_ex311.htm
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EX-10.6 - PROMISSORY NOTE - Nogales Resources Corpnogl_ex106.htm
EX-31.2 - CERTIFICATION - Nogales Resources Corpnogl_ex312.htm
EX-32.1 - CERTIFICATION - Nogales Resources Corpnogl_ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 10-K


[X]

Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the year ended April 30, 2015

 

 

[  ]

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the transition period from __________ to __________

 

 

 

Commission File Number:  333-199013


Nogales Resources Corp.

(Exact name of registrant as specified in its charter)


Nevada

35-2510378

(State or other jurisdiction of

incorporation or organization)

(IRS Employer Identification No.)


PO Box 80, Calle Columbia, Colonia 5 de Diciembre, Puerto Vallarta, CP48351, Jalisco, México

(Address of principal executive offices)


(775) 621-9078

(Registrant’s telephone number)


______________________________________

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  [  ] Yes   [X] No


Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [  ] Yes   [X] No


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


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


[ ] Large accelerated filer

[ ] Non-accelerated filer

[ ] Accelerated filer

[X] Smaller reporting company


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes   [  ] 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 (§ 229.405 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 [  ] No [X]


The aggregate market value of the common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of the last business day of the registrant’s most recently completed second fiscal quarter is: n/a.


As of June 24, 2015, there were 2,790,000 shares of common stock $0.001 par value, outstanding.





TABLE OF CONTENTS


 

Page

 

 

PART I

3

 

 

Item 1 Business

3

Item 1A Risk Factors

3

Item 1B Unresolved Staff Comments

4

Item 2 Properties

4

Item 3 Legal Proceedings

4

Item 4 Mine Safety Disclosures

4

 

 

PART II

4

 

 

Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

4

Item 6 Selected Financial Data

6

Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations

6

Item 7A Quantitative and Qualitative Disclosures about Market Risk

7

Item 8 Financial Statements and Supplementary Data

7

Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

8

Item 9A Controls and Procedures

8

Item 9B Other Information

8

 

 

PART III

9

 

 

Item 10 Directors, Executive Officers and Corporate Governance

9

Item 11 Executive Compensation

11

Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

12

Item 13 Certain Relationships and Related Transactions, and Director Independence

13

Item 14 Principal Accounting Fees and Services

13

 

 

PART IV

14

 

 

Item 15 Exhibits, Financial Statement Schedules

14

 

 

Signatures

15












2



PART I


Item 1. Business.


Forward-Looking Statements


Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  

 

Company Overview

 

We are an exploration stage mineral exploration company incorporated in Nevada on April 9, 2014.  On May 8, 2014, we incorporated a wholly-owned subsidiary, NRC Exploration LLC in the state of Nevada, for the purposes of mineral exploration. On May 20, 2014, our consulting geologist introduced us to a mineral property and we acquired an option on that property whereupon we can acquire 100% legal and beneficial ownership interest in a mineral claim known as the Donald mineral claim. The Donald mineral claim is located in the Ominica Mining District located in the central part of the Province of British Columbia, Canada.


In view of the current world wide depressed market for metals, we have chosen not to incur additional exploration cost on the Donald Property at this time and are no longer pursuing exploration or development of the property.  Management is currently searching for other opportunities in the mineral exploration field.


Employees


We have no employees as of the date of this prospectus other than our president and CEO, Mr. Aguirre. We conduct our business largely through agreements with consultants and other independent third party vendors.


Research and Development Expenditures


We have not incurred any research or development expenditures since our incorporation.


Subsidiaries


On May 8, 2014, we incorporated a wholly-owned subsidiary, NRC Exploration LLC in the State of Nevada for the purpose of conducting mineral exploration.


Patents and Trademarks


We do not own, either legally or beneficially, any patent or trademark.


Item 1A. Risk Factors


A smaller reporting company is not required to include this Item.




3




Item 1B. Unresolved Staff Comments


None


Item 2. Properties.


Following our decision to cease exploration activities on the Donald mineral claim, we do not have any interests in real property at this time.


Item 3. Legal Proceedings.


There are no claims, actions, suits, proceedings, or investigations that are currently pending or, to our knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of our officers, directors, or affiliates.


Item 4. Mine Safety Disclosures.

 

Not applicable.




4



PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market Information


Our common stock is quoted under the symbol “NLRT” on the electronic marketplace operated by OTC Markets Group, Inc.

 

The following tables set forth the range of high and low prices for our common stock for the each of the periods indicated as reported by OTC Markets Group, Inc. These quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions.


Fiscal Year Ended April 30, 2015

Quarter Ended

  

High $

  

Low $

April 30, 2015

  

n/a

 

n/a

January 31, 2015

  

n/a

 

n/a

October 31, 2014

  

n/a

 

n/a

July 31, 2014

  

n/a

 

n/a

  

Fiscal Year Ending April 30, 2014

Quarter Ended

  

High $

  

Low $

April 30, 2014

 

n/a

 

n/a


On June 24, 2015, the last quoted price per share of our common stock was $0.02.








5




Penny Stock

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.


The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

 

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.


Stockholders of Our Common Shares


The Company has approximately 34 stockholders of record of its common stock. As of June 24, 2015, we had 2,790,000 shares of our common stock issued and outstanding.


Dividend Policy


We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.


Common stock


Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our Board of Directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.



6




Subject to any preferential rights of any outstanding series of preferred stock created by our Board of Directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our Board of Directors from funds available therefore.


Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our Board of Directors, upon liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders.


In the event of any merger or consolidation with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.


Recent Sales of Unregistered Securities


We closed an issue of 1,600,000 shares of common stock on April 30, 2014 to Mr. Misael Aguirre, our president, CEO, CFO, and sole director. Mr. Aguirre acquired these shares in exchange for $12,000 at a price of $0.0075 per share. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.  We did not engage in any general solicitation or advertising.


Item 6. Selected Financial Data.


Not applicable to smaller reporting companies.


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Results of Operations for the fiscal year ended April 30, 2015 and the period from Inception (April 9, 2014) to April 30, 2014.


We have not earned any revenues since the inception of our current business operations. We incurred operating expenses in the amount of $39,461 for the year ended April 30, 2015. Our expenses during the year consisted of audit and accounting fees of $15,103, bank charges of $426, a $921 loss on foreign exchange, legal fees of $12,382, office expenses of $3,050, transfer and filing fees of $5,579, and mineral property exploration costs of $2,000.  We also incurred interest expense of $1,388 and incurred a write-down of our former mineral property in the amount of $1,150.


For the period from inception on April 9, 2014 through April 30, 2014, we incurred expenses and a net loss of $1,482.


Our losses are attributable to operating expenses together with a lack of any revenues.


Liquidity and Capital Resources


As of April 30, 2015, we had total current assets of $1,913, consisting of cash of $663 and prepaid expenses of $1,250. We had current liabilities of $81.  Accordingly, we had working capital of $1,832 as of April 30, 2015.


On April 28, 2014 our sole officer and director loaned the Company $23,000 which is evidenced by a Promissory Note in the amount of $23,000 with interest accruing on the principal amount of 6% per annum and due on December 31, 2018.  In addition, we raised a total of $8,925 through our public offering closed December 18, 2014. Subsequent to the reporting period, on June 29, 2015, Mr. Aguirre loaned an additional $7,000 to the Company under a Promissory Note due December 31, 2018, with interest accruing on the principal amount at an annual rate of 6%.




7




Our sole officer and Director, Mr. Aguirre, has offered to fund our basic legal and accounting compliance expenses through additional infusions of equity or debt capital on an as-needed basis, although he is under no legal obligation to provide funding.  This offer is not the subject of a formal written agreement with us, and there are no specific limits as to time or dollar amount.


Off Balance Sheet Arrangements


As of April 30, 2015, there were no off balance sheet arrangements.


Critical Accounting Policies


In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.


Recently Issued Accounting Pronouncements


We do not expect the adoption of any recently issued accounting pronouncements to have an impact on our results of operations or financial position.


Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

 

As a smaller reporting company, we are not required to provide the information required by this Item.


Item 8. Financial Statements and Supplementary Data.


Audited Financial Statements:

 

F-1

Reports of Independent Registered Public Accounting Firm

F-3

Consolidated Balance Sheets as of April 30, 2015 and 2014

F-4

Consolidated Statements of Operations for the years ended April 30, 2015 and April 30, 2014

F-5

Consolidated Statement of Stockholders’ (Deficiency) Equity for period from April 30, 2014 to April 30, 2015

F-6

Consolidated Statements of Cash Flows for the years ended April 30, 2015 and April 30, 2014

F-7

Notes to Consolidated Financial Statements
















8




[nogl_10k002.gif]


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders

Nogales Resources Corp.


We have audited the accompanying balance sheet of Nogales Resources Corp. (the "Company") as of April 30, 2014 and the related statements of operations, stockholder’s equity, and cash flows from inception (April 9, 2014) to April 30, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over the financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nogales Resources Corp. as of April 30, 2014 and the result of its operations and its cash flows from inception (April 9, 2014) to April 30, 2014, in conformity with U.S. generally accepted accounting principles.


The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ De Joya Griffith, LLC

Henderson, Nevada

June 6, 2014.






F-1




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders

Nogales Resources Corp.

Puerto Vallarta, Jalisco, Mexico

 

We have audited the accompanying balance sheet of Nogales Resources Corp. and its subsidiary (collectively, the "Company") as of April 30, 2015 and the related statements of operations, stockholder’s equity and cash flow for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over the financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nogales Resources Corp. and its subsidiary as of April 30, 2015 and the result of their operations and their cash flow for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

July 8, 2015






F-2




NOGALES RESOURCES CORP.

CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)



 

April 30,

 

April 30,

 

2015

 

2014

ASSETS

 

 

 

 

 

 

 

Current

 

 

 

  Cash

$

663

 

$

34,959

  Prepaid expenses

 

1,250

 

 

-

 

 

 

 

 

 

Total current assets

 

1,913

 

 

34,959

 

 

 

 

 

 

Mineral property option - Note 4

 

-

 

 

-

 

 

 

 

 

 

Total assets

$

1,913

 

$

34,959

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

  Accounts payable and accrued liabilities

$

81

 

$

1,441

Total current liabilities

 

81

 

 

1,441

 

 

 

 

 

 

Long term liabilities

 

 

 

 

 

  Accrued interest- related party - Note 5

 

1,388

 

 

-

  Due to related party - Note 5

 

23,000

 

 

23,000

Total long term liabilities

 

24,388

 

 

23,000

 

 

 

 

 

 

Total liabilities

 

24,469

 

 

24,441

 

 

 

 

 

 

STOCKHOLDER'S EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

  Preferred stock, $0.001 par value

 

 

 

 

 

    10,000,000 shares authorized, none outstanding

 

-

 

 

-

  Common stock, $0.001 par value - Note 6

 

 

 

 

 

    90,000,000 shares authorized

 

 

 

 

 

    2,790,000 and 1,600,000 shares issued and outstanding, respectively

 

2,790

 

 

1,600

  Additional paid in capital

 

18,135

 

 

10,400

  Accumulated deficit

 

(43,481)

 

 

(1,482)

 

 

 

 

 

 

Total stockholder's equity (deficit)

 

(22,556)

 

 

10,518

 

 

 

 

 

 

Total liabilities & stockholder’s equity (deficit)

$

1,913

 

$

34,959



SEE ACCOMPANYING NOTES THAT ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS



F-3




NOGALES RESOURCES CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in US Dollars)



 

 

 

From

 

 

 

Inception

 

Year

 

(April 9, 2014),

 

Ended

 

to

 

April 30, 2015

 

April 30, 2014,

 

 

 

 

Expenses

 

 

 

  Audit and accounting fees

$

15,103

 

$

-

  Bank charges

 

426

 

 

41

  Foreign exchange

 

921

 

 

-

  Legal fees

 

12,382

 

 

1,316

  Office expenses

 

3,050

 

 

125

  Mineral property -  exploration costs

 

2,000

 

 

-

  Transfer and filing fees

 

5,579

 

 

-

  Write down of mineral property - Note 4

 

1,150

 

 

-

 

 

 

 

 

 

Operating loss

 

40,611

 

 

(1,482)

 

 

 

 

 

 

  Interest expense - Note 5

 

1,388

 

 

-

 

 

 

 

 

 

Net loss

$

(41,999)

 

$

(1,482)

 

 

 

 

 

 

 

 

 

 

 

 

Basic loss per share

$

(0.02)

 

$

(0.02)

 

 

 

 

 

 

Weighted average number of shares outstanding - basic

 

2,033,616

 

 

76,091


















SEE ACCOMPANYING NOTES THAT ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS



F-4




NOGALES RESOURCES CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY (DEFICIT)

For the period from inception (April 9, 2014) to April 30, 2015

(Stated in US Dollars)



 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Paid In

Accumulated

 

 

Preferred Shares

Common Shares

Capital

Deficit

Total

 

Number

 

Amount

Number

 

Amount

 

 

 

 

 

 

Balance, inception (April 9, 2014)

-

 

$

-

-

 

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital stock issued to founder for cash:

-

 

 

-

1,600,000

 

 

1,600

 

 

10,400

 

 

-

 

 

12,000

Net loss for the period

-

 

 

-

-

 

 

-

 

 

-

 

 

(1,482)

 

 

(1,482)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2014

-

 

 

-

1,600,000

 

 

1,600

 

 

10,400

 

 

(1,482)

 

 

10,518

Capital stock issued for cash

-

 

 

-

1,190,000

 

 

1,190

 

 

7,735

 

 

-

 

 

8,925

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

-

 

 

-

-

 

 

-

 

 

-

 

 

(41,999)

 

 

(41,999)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2015

-

 

$

-

2,790,000

 

$

2,790

 

$

18,135

 

$

(43,481)

 

$

(22,556)












SEE ACCOMPANYING NOTES THAT ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS



F-5




NOGALES RESOURCES CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Stated in US Dollars)



 

 

From

 

 

Inception

 

Year

(April 9, 2014),

 

Ended

to

 

April 30, 2015

April 30, 2014

 

 

 

 

Cash flows used in operating activities

 

 

 

  Net loss

$

(41,999)

 

$

(1,482)

Adjustments to reconcile net loss to net cash used by operating activities

 

 

 

 

 

    Write down of mineral property

 

1,150

 

 

-

  Changes in operating assets and liabilities:

 

 

 

 

 

    Prepaid expenses

 

(1,250)

 

 

-

    Accounts payable and accrued liabilities

 

(1,360)

 

 

1,441

    Accrued interest - related party

 

1,388

 

 

-

 

 

 

 

 

 

Net cash used in operating activities

 

(42,071)

 

 

(41)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

  Acquisition of mineral property option

 

(1,150)

 

 

-

 

 

 

 

 

 

Net cash used by investing activities

 

(1,150)

 

 

-

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

  Capital stock issued

 

8,925

 

 

12,000

  Due to related party

 

-

 

 

23,000

 

 

 

 

 

 

Net cash provided by financing activities

 

8,925

 

 

35,000

 

 

 

 

 

 

Decrease in cash during the period

 

(34,296)

 

 

34,959

 

 

 

 

 

 

Cash, beginning of the period

 

34,959

 

 

-

 

 

 

 

 

 

Cash, end of the period

$

663

 

$

34,959

 

 

 

 

 

 

Supplemental information

 

 

 

 

 

 

 

 

 

 

 

Interest and taxes paid in cash

$

-

 

$

-





SEE ACCOMPANYING NOTES THAT ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS



F-6



NOGALES RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2015

(Stated in US Dollars)


Note 1  Nature of Operations and Ability to Continue as a Going Concern


The Company was incorporated in the state of Nevada, United States of America on April 9, 2014.  The Company was formed for the purpose of acquiring and developing mineral properties.  The Company’s year-end is April 30.


These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  The Company has yet to achieve profitable operations, has accumulated losses of $43,481 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable terms, if at all.  The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.


Note 2  Summary of Significant Accounting Policies


The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are stated in US dollars.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which may have been made using careful judgment. Actual results may vary from these estimates.


The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:


Principles of Consolidation


These consolidated financial statements include the accounts of the Company and NRC Exploration LLC., a wholly owned subsidiary incorporated in Nevada, USA on May 8, 2014.  All significant inter-company transactions and balances have been eliminated.


Cash


Cash consists of all highly liquid investments that are readily convertible to cash within 90 days when purchased.


Mineral Property


The Company is primarily engaged in the acquisition, exploration and development of mineral properties.


Mineral property acquisition costs are capitalized in accordance with FASB ASC 930, “Extractive Activities-Mining,” when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures.  Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met.



F-7



Nogales Resources Corp.

Notes to the Consolidated Financial Statements

April 30, 2015

(Stated in US Dollars)


Note 2  Summary of Significant Accounting Policies – (cont’d)


Mineral Property – (cont’d)


In the event that mineral property acquisition costs are paid with Company shares, those shares are recorded at the estimated fair value at the time the shares are due in accordance with the terms of the property agreements.


Mineral property exploration costs are expensed as incurred.


When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre-feasibility, the costs incurred to develop such property are capitalized.


Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.  Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards.


Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.


To date the Company has not established any proven or probable reserves on its mineral properties.


Asset Retirement Obligations


Asset retirement obligations (“ARO”) associated with the retirement of a tangible long-lived asset, are recognized as liabilities in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated assets. The cost of tangible long-lived assets, including the initially recognized ARO, is amortized, such that the cost of the ARO is recognized over the useful life of the assets.  


The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted fair value is accreted to the expected settlement value.


The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk-free interest rate.  As of April 30, 2015 the Company has determined no provision for ARO’s is required.


Impairment of Long- Lived Assets


The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.  The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable.  When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-0 through 15-5, Impairment or Disposal of Long- Lived Assets.


Foreign Currency Translation


The Company’s functional currency is the United States dollar as substantially all of the Company’s operations are in the USA. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”).




F-8



Nogales Resources Corp.

Notes to the Consolidated Financial Statements

April 30, 2015

(Stated in US Dollars)


Note 2  Summary of Significant Accounting Policies – (cont’d)


Foreign Currency Translation – (cont’d)


Assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the period.  Translation adjustments from the use of different exchange rates from period to period are included in the Accumulated Other Comprehensive Income account in Stockholder’s Equity, if applicable.  Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date.  Any exchange gains and losses are included in the Statement of Operations and Comprehensive Loss.


Income Taxes


The Company uses the asset and liability method of accounting for income taxes.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases.


Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.


The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.


Earnings per share


In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method.  Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.  


Newly Issued Accounting Pronouncements


In June 2014, the FASB issued Accounting Standards Update No 2014-10.  This update eliminated the definition of an exploration stage Company from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between exploration stage entities and other reporting entities from US GAAP.  The Company has adopted this new guidance retroactively to May 1, 2014 as permitted.  As a result the Company no longer has the obligation to disclose an accounting policy for its exploration stage activities, nor is it required to present inception to date information in the statements of operations, statements of cash flows, and the statement of stockholders equity (deficit).


The Company has reviewed all other pronouncements and does not expect any other pronouncements to have an impact on its results of operations or financial position.




F-9



Nogales Resources Corp.

Notes to the Consolidated Financial Statements

April 30, 2015

(Stated in US Dollars)


Note 3  Financial Instruments


Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.


In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs.  The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.  


Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:


Level 1 -

inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

 

 

Level 2 -

inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

 

Level 3 -

inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.


The carrying value of the Company’s financial assets and liabilities which consist of cash, accounts payable and accrued liabilities, and due to related parties in management’s opinion approximate their fair value due to the short maturity of such instruments.  These financial assets and liabilities are valued using level 3 inputs, except for cash which is at level 1.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.


Note 4  Mineral Property


On May 20, 2014, the Company’s wholly owned subsidiary, NRC Exploration Ltd (“NRC”) entered into a property option agreement whereby NRC was granted an option to earn up to an 100% interest in the Donald mineral claim #1028301”.  The Donald claim is located in the Omineca mining district of the Province of British Columbia Canada, and comprises 517 hectares.


Consideration for the option consists of cash payments totalling US$11,150, of which US$1,150 is payable upon the execution of the agreement (paid) and US$10,000 is due on or before April 30, 2017.


Subsequent to the period end, in May 2015, the underlying claims lapsed and the Company recorded an impairment of $1,150 during the year ended April 30, 2015, resulting in the property being recorded at $nil at April 30, 2015.





F-10



Nogales Resources Corp.

Notes to the Consolidated Financial Statements

April 30, 2015

(Stated in US Dollars)


Note 5  Related Party Transactions


On April 30, 2014, the Company received and accepted a subscription to purchase 1,600,000 common shares at $0.0075 per share for aggregate proceeds of $12,000 from the Company’s president.  The subscription agreement permitted the Company to accept 160,000 Mexican Peso’s in full settlement of the share subscription.  The share subscription was settled in Mexican Peso’s.


On April 28, 2014, the Company President loaned $23,000 to the Company and the Company issued a promissory note in the amount of $23,000.  The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.  During the year ended April 30, 2015 the Company charged interest expense of $1,388 (Period ended April 30, 2014 - $nil) respectively pursuant to this note payable.  Total accrued interest on this note as of April 30, 2015 was $1,388


Note 6  Capital Stock


The authorized common stock of the Company consists of 90,000,000 shares of common stock with par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. As of January 31, 2015 the Company had 2,790,000 common stock and zero preferred stock outstanding.


On April 30, 2014, the Company issued 1,600,000 common shares to the Company’s president at $0.0075 per share for total proceeds of $12,000.


On December 18, 2014, pursuant to a Prospectus offering of up to 1,500,000 common shares at a price of US$0.0075, the Company issued 1,190,000 common shares for aggregate proceeds of US$8,925.  The subscription agreement allows for the Company to accept in full settlement in either US$0.0075 or 0.1 Mexican Peso’s for each share acquired.


Note 7  Income Taxes


A reconciliation of the income tax provision computed at statutory rates to the reported tax provision is as follows:


 

 

 

From Inception

 

 

 

(April 9,2014)

 

Year Ended

 

to

 

April 30, 2015

 

April 30, 2014

 

 

 

 

Basic statutory and state income tax rate

 

35.0%

 

 

35.0%

 

 

 

 

 

 

Approximate loss before income taxes

$

41,999

 

$

1,482

 

 

 

 

 

 

Expected approximate tax recovery on net loss,

before income tax

$

14,700

 

$

519

Changes in valuation allowance

 

(14,700)

 

 

(519)

 

 

 

 

 

 

Deferred income tax recovery

$

--

 

$

--






F-11



Nogales Resources Corp.

Notes to the Consolidated Financial Statements

April 30, 2015

(Stated in US Dollars)


Note 7  Income Taxes – (cont’d)


Significant components of the Company’s deferred tax assets and liabilities are as follows:


 

 

 

From Inception

 

 

 

(April 9,2014)

 

Year Ended

 

to

 

April 30, 2015

 

April 30, 2014

 

 

 

 

Deferred income tax assets

 

 

 

    Non-capital losses carried forward

$

15,219

 

$

519

    Mineral properties

 

750

 

 

-

Less: valuation allowance

 

(15,969)

 

 

(519)

 

 

 

 

 

 

Deferred income tax assets

$

--

 

$

--


At April 30, 2015, the Company has incurred accumulated net operating losses in the United States of America totalling approximately $43,481 which are available to reduce taxable income in future taxation years.


These losses expire as follows:


Year of Expiry

 

Amount

 

 

 

2033

 

$

1,482

2034

 

$

41,999


The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carryforwards that is more-likely-than-not to be realized from future operations.  The Company has chosen to provide an allowance of 100% against all available income tax loss carryforwards, regardless of their time of expiry.


Note 8  Subsequent Events


On June 29, 2015, the Company President loaned $7,000 to the Company and the Company issued a promissory note in the amount of $7,000.  The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.














F-12




Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statements disclosure.

 

Item 9A. Controls and Procedures.

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, April 30, 2015. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of April 30, 2015 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of April 30, 2015, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are typical of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending April 30, 2016: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.


Item 9B. Other Information.


None.


 

8



PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

Our executive officer and director and his age as of the date of this Prospectus is as follows:


Name

 

 

Age

 

 

Position(s) and Office(s) Held

Misael Aguirre

 

 

26

 

 

President, Chief Executive Officer, Chief Financial Officer, and Director


Set forth below is a brief description of the background and business experience of our current executive officer and director.

 

Misael Aguirre.  Mr. Aguirre was appointed as our President, CEO, CFO, and sole Director concurrently with him founding the company on April 9, 2014.  For the past 5 years, Mr. Aguirre has been the sole proprietor of “PC Safe” a firm in the information technology business, based in Bucerias, Nayarit, Mexico.  Mr. Aguirre does not have any prior experience as a chief executive or as the head of a public company.  There are no items of specific professional experience, qualifications, or skills that led to his appointment as our sole officer and director.


Family Relationships


There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.


Involvement in Certain Legal Proceedings


To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended, vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated; and (5) being otherwise involved in any legal proceeding described in Item 401(f) of Regulation S-K.


Committees of the Board


Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.


Until further determination by the board, the full board of directors will undertake the duties of the Audit Committee, Compensation Committee, and Nominating Committee.










9




Audit Committee


We do not have a separately designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor. Our Board of Directors, which performs the functions of an audit committee, does not have a member who would qualify as an “audit committee financial expert” within the definition of Item 407(d)(5)(ii) of Regulation S-K. We believe that, at our current size and stage of development, the addition of a special audit committee financial expert to the Board is not necessary.


Nomination Committee


Our Board of Directors does not maintain a nominating committee. As a result, no written charter governs the director nomination process. Our size and the size of our Board, at this time, do not require a separate nominating committee.


When evaluating director nominees, our directors consider the following factors:


-

The appropriate size of our Board of Directors;

-

Our needs with respect to the particular talents and experience of our directors;

-

The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;

-

Experience in political affairs;

-

Experience with accounting rules and practices; and

-

The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board members.


Our goal is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the Board will also consider candidates with appropriate non-business backgrounds.


Other than the foregoing, there are no stated minimum criteria for director nominees, although the Board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition, the Board identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board are polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary. The Board does not typically consider shareholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.


Code of Ethics


We currently have not adopted a code of ethics for the Board or executives.





10



Item 11. Executive Compensation.


Compensation Discussion and Analysis

 

We presently do not have employment agreements with our executive officer and we have not established a system of executive compensation or any fixed policies regarding compensation of executive officers.  Due to financial constraints typical of those faced by a development stage business, we have not paid any cash and/or stock compensation to our named executive officer.

 

Summary Compensation Table

 

The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.

 

SUMMARY COMPENSATION TABLE

Name and

principal position

 

 

Year

 

 

 

Salary

($)

 

 

 

Bonus

($)

 

 

 

Stock

Awards

($)

 

 

 

Option

Awards

($)

 

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

 

Nonqualified

Deferred

Compensation

Earnings ($)

 

 

 

All Other

Compensation

($)

 

 

 

Total

($)

 

Misael Aguirre, President, CEO, CFO, and director

 

 

2015

2014

 

 

 

0

0

 

 

 

0

0

 

 

 

0

0

 

 

 

0

0

 

 

 

0

0

 

 

 

0

0

 

 

 

0

0

 

 

 

0

0

 


Narrative Disclosure to the Summary Compensation Table

 

Our named executive officer does not currently receive any compensation from the Company for his service as an officer of the Company.

 

Outstanding Equity Awards At Fiscal Year-end Table

 

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our last completed fiscal year.

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

 

 

STOCK AWARDS

 

Name

 

 

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

 

 

 

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

 

 

 

Equity

Incentive Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

 

 

 

Option

Exercise Price
($)

 

 

 

Option

Expiration

Date

 

 

Number
of
Shares
or Shares
of
Stock That
Have
Not
Vested
(#)

 

 

Market

Value

of

Shares

or

Shares

of

Stock

That

Have

Not

Vested

($)

 

 

 

Equity

Incentive Plan

Awards: Number

of

Unearned Shares,

Shares or

Other

Rights

That Have Not

Vested

(#)

 

 

 

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Shares or

Other

Rights

That

Have Not Vested

(#)

 

Misael Aguirre

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

0

 

 

0

 

 

 

0

 

 

 

0

 




11



Compensation of Directors Table

 

The table below summarizes all compensation paid to our director for our last completed fiscal year.

 

DIRECTOR COMPENSATION

Name

 

 

Fees Earned

or

Paid in

Cash

($)

 

 

 

Stock Awards

($)

 

 

 

Option Awards

($)

 

 

 

Non-Equity

Incentive

Plan

Compensation

($)

 

 

 

Non-Qualified

Deferred

Compensation

Earnings

($)

 

 

 

All

Other

Compensation

($)

 

 

 

Total

($)

 

Misael Aguirre

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

Narrative Disclosure to the Director Compensation Table

 

Our directors do not currently receive any compensation from the Company for their service as members of the Board of Directors of the Company.


Securities Authorized for Issuance Under Equity Compensation Plans


To date, we have not adopted a stock option plan or other equity compensation plan and have not issued any stock, options, or other securities as compensation.


Disclosure of Commission Position of Indemnification for Securities Act Liabilities


In accordance with the provisions in our articles of incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.


Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.


The following table sets forth, as of June 24, 2015, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 2,790,000 shares of common stock issued and outstanding.


 

Title of class

 

 

Name and address of beneficial owner

 

 

Amount of
beneficial ownership

 

Percent
of class

 

Common

 

 

Misael Aguirre

Calle Emilio Zaoata #59

Colonia Javier Ovando

Bucerias, Nayarit, Mexico

 

 

1,600,000

 

57.35%

 

Common

 

 

Total all executive officers and directors

 

 

1,600,000

 

57.35%

 

 

 

 

 

 

 

 

 

 

 

Common

 

 

Other 5% Shareholders

 

 

 

 

 

 

 

 

 

None

 

 

 

 

 




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As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

 

The persons named above have full voting and investment power with respect to the shares indicated.  Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.


Item 13. Certain Relationships and Related Transactions, and Director Independence


Except as set forth below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us.

 

1.  On April 30, 2014 our founder, president, CEO, CFO, and sole director, Mr. Aguirre, contributed our initial equity capital by purchasing 1,600,000 shares of common stock in exchange for $12,000 at a price of $0.0075 per share.


2.  On April 28, 2014, Mr. Aguirre loaned us $23,000 which is evidenced by a Promissory Note in the amount of $23,000 with interest accruing on the principal amount of 6% per annum and due on December 31, 2018.


Our sole officer and Director, Mr. Aguirre, has offered to fund our basic legal and accounting compliance expenses through additional infusions of equity or debt capital on an as-needed basis, although he has no legal commitment to provide such funds. This offer is not the subject of a formal written agreement with us, and there are no specific limits as to time or dollar amount.


Item 14. Principal Accounting Fees and Services

 

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.


 

 

2015

 

2014

Audit fees

 

$

4,000

 

$

8,500

Audit related fees

 

$

--

 

$

550

Tax fees

 

$

--

 

$

--

All other fees

 

$

--

 

$

--

Total

 

$

4,000

 

$

9,050


All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.






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PART IV


Item 15. Exhibits, Financial Statement Schedules.


Exhibit Number

Description of Exhibit

3.1

Articles of Incorporation (1)

3.2

By-laws (1)

10.1

Promissory Note in the amount of $23,000 due December 31, 2018 (1)

10.2

Geological Consultant Engagement Letter (1)

10.3

Consulting Geologist Agreement (1)

10.4

Property Option Agreement (1)

10.5

Corporate Administrative Services Agreement with Melville Business Services Inc. (1)

10.6*

Promissory Note in the amount of $7,000 due December 31, 2018

31.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*

Materials from the Company’s Annual Report on Form 10-K for the year ended April 30, 2015 formatted in Extensible Business Reporting Language (XBRL).


(1) Incorporated by reference to Registration Statement on Form S-1 filed on September 29, 2014.

* Filed herewith

























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SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

Nogales Resources Corp.

 

 

Date:

July 9, 2015

 

 

 

 

By:

/s/ Misael Aguirre

Misael Aguirre

Title:

Chief Executive Officer, Chief Financial Officer and Director



In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:


 

Nogales Resources Corp.

 

 

Date:

July 9, 2015

 

 

 

 

By:

/s/ Misael Aguirre

Misael Aguirre

Title:

Chief Executive Officer, Chief Financial Officer and Director


















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