PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our consolidated financial statements included in this Form 10-Q are as follows:

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended January 31, 2016 are not necessarily indicative of the results that can be expected for the full year.

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NOGALES RESOURCES CORP.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

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NOGALES RESOURCES CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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

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NOGALES RESOURCES CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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

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NOGALES RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2016

(Unaudited)

Note 1

Basis of Presentation

While the information presented in the accompanying consolidated financial statements for the three and nine months ended January 31, 2016 and 2015 is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with the accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.  The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the years ended April 30, 2015 and 2014 included in the Company’s Form 10K.

Operating results for the three and nine months ended January 31, 2016 are not necessarily indicative of the results that can be expected for the year ending April 30, 2016.

Note 2

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 consolidated 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 an accumulated deficit of $67,335 and expects to incur further losses in the development of its business, all of which raises 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 3

Related Party Transactions

Management considers all Directors, Officers and persons with a significant influence over the operations of the Company to be related parties.

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 which is payable upon maturity, and matures on December 31, 2018.  During the three and nine month periods ended January 31, 2016 the Company charged interest expense of $348 and $1,043 respectively (three and nine month periods ended January 31, 2015 - $348 and $1,051 respectively) pursuant to this note payable.  Total accrued interest on this note as of January 31, 2016 was $2,431 (April 30, 2015 - $1,388)

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NOGALES RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2016

(Unaudited)

Note 3

Related Party Transactions (continued)

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 which is payable upon maturity, and matures on December 31, 2018.  During the three and nine month periods ended January 31, 2016 the Company charged interest expense of $106 and $249 respectively (three and nine month periods ended January 31, 2015 - $nil) pursuant to this note payable.  Total accrued interest on this note as of January 31, 2016 was $249 (April 30, 2015 - $nil).

On August 26, 2015, the Company President loaned $3,600 to the Company and the Company issued a promissory note in the amount of $3,600.  The promissory note is unsecured, bears interest at 6% per annum which is payable upon maturity, and matures on December 31, 2018.  During the three and nine month periods ended January 31, 2016 the Company charged interest expense of $55 and $94 respectively (three and nine month periods ended January 31, 2015 - $nil) respectively pursuant to this note payable.  Total accrued interest on this note as of January 31, 2016 was $94 (April 30, 2015 - $nil).

On October 26, 2015, the Company President loaned $4,000 to the Company and the Company issued a promissory note in the amount of $4,000.  The promissory note is unsecured, bears interest at 6% per annum which is payable upon maturity, and matures on December 31, 2018.  During the three and nine month periods ended January 31, 2016 the Company charged interest expense of $61 and $64 respectively (three and nine month periods ended January 31, 2015 - $nil) respectively pursuant to this note payable.  Total accrued interest on this note as of January 31, 2016 was $64 (April 30, 2015 - $nil).

Note 4

Subsequent Event

On February 9, 2016, the Company President loaned $1,500 to the Company and the Company issued a promissory note in the amount of $1,500.  The promissory note is unsecured, bears interest at 6% per annum which is payable upon maturity, and matures on December 31, 2018.

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

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 affect 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.

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

We are a 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.

Results of Operations for the three and nine months ended January 31, 2016.

We have not earned any revenues during the three and nine months ended January 31, 2016. We incurred expenses and a net loss in the amount of $5,386 for the three months ended January 31, 2016. Our expenses during the quarter consisted of audit and accounting fees of $2,840, bank charges of $36, an $8 loss on foreign exchange, legal fees of $732, office expenses of $750, transfer and filing fees of $450, and interest expense of $570. By comparison, we incurred expenses and a net loss in the amount of $10,622 for the three months ended January 31, 2015. Our expenses consisted of audit and accounting fees of $3,037, bank charges of $112, a $921 loss on foreign exchange, legal fees of $2,982, office expenses of $750, transfer and filing fees of $2,472, and interest expense of $348.

For the nine months ended January 31, 2016, we incurred expenses and a net loss in the amount of $23,854. Our expenses during the period consisted of audit and accounting fees of $13,175, bank charges of $113, a $22 loss on foreign exchange, legal fees of $4,469, office expenses of $2,250, transfer and filing fees of $2,375, and interest expense of $1,450. By comparison, we incurred expenses and a net loss in the amount of $30,738 for the nine months ended January 31, 2015. Our expenses consisted of audit and accounting fees of $11,855, bank charges of $352, a $930 loss on foreign exchange, legal fees of $8,120, office expenses of $2,300, mineral property exploration costs of $2,000, transfer and filing fees of $4,130, and interest expense of $1,051.

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

Liquidity and Capital Resources

As of January 31, 2016, we had total current assets of $422, consisting of cash of $422. We had current liabilities of $6,394.  Accordingly, we had a working capital deficit of $5,972 as of January 31, 2016.

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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.  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%.  In addition, we raised a total of $8,925 through our public offering closed December 18, 2014.   On August 26, 2015, Mr. Aguirre loaned an additional $3,600 to the Company under a Promissory Note due December 31, 2018, with interest accruing on the principal amount at an annual rate of 6%. On October 26, 2015, Mr. Aguirre loaned an additional $4,000 to the Company under a Promissory Note due December 31, 2018, with interest accruing on the principal amount at an annual rate of 6%. Subsequent to the reporting period, on February 9, 2016, Mr. Aguirre loaned an additional $1,500 to the company under a Promissory Note due December 31, 2018 with interest accruing on the principal amount at an annual rate of 6%.

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.

Going Concern

As discussed in the notes to our consolidated financial statements, we have no established source of revenue.  This has raised substantial doubt for our auditors about our ability to continue as a going concern.  Without realization of additional capital, it would be unlikely for us to continue as a going concern.

Our activities to date have been supported by equity financing.  Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan.

Off Balance Sheet Arrangements

As of January 31, 2016, 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 recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of January 31, 2016. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Misael Aguirre. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2016, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the quarter ended January 31, 2016.

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Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

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 Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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