UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended January 31, 2017
[  ]	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.)
7/F Fung House 20 Connaught Road, Central, Hong Kong
(Address of principal executive offices)
+86-21-63916701
(Registrant’s telephone number)
__________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

 

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). [ ] Yes [X] No

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,790,000 common shares as of March 20, 2017.

 

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 [ X ] No [ ]

 

 

TABLE OF CONTENTS

 

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3. Quantitative and Qualitative Disclosures About Market Risk	6
Item 4. Controls and Procedures	6
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	7
Item 1A: Risk Factors	7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3. Defaults upon Senior Securities	7
Item 4. Mine Safety Disclosures	7
Item 5. Other Information	7
Item 6. Exhibits	7
SIGNATURES	8

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

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

 

F-1	Consolidated Balance Sheets as of January 31, 2017 (unaudited) and April 30, 2016;
F-2	Consolidated Statements of Operations for the nine months ended January 31, 2017 and 2016 (unaudited);
F-3	Consolidated Statement of Cash Flows for the nine months ended January 31, 2017  and 2016 (unaudited); and
F-4	Notes to Consolidated Financial Statements (unaudited).

 

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, 2017 are not necessarily indicative of the results that can be expected for the full year.

 

NOGALES RESOURCES CORP.

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

 

	January 31,				April 30,
	2017				2016
		(Unaudited)
ASSETS
Current
Cash	$	6,220			$	20,403
Prepaid expenses		—				5,000
Total assets	$	6,220			$	25,403
LIABILITIES
Current
Accounts payable and accrued liabilities	$	22,064			$	—
Notes payable		48,978				48,978
Accrued interest on notes payable		2,317				—
Total current liabilities		73,359				48,978
Long term
Due to related party		39,100				39,100
Accrued interest – related party		5,187				3,413
Total long term liabilities		44,287				42,513
Total liabilities		117,646				91,491
STOCKHOLDER'S DEFICIT
Preferred stock, $0.001 par value
10,000,000 shares authorized, none  issued and outstanding		—				—
Common stock, $0.001 par value
90,000,000 shares authorized 2,790,000 shares issued and    outstanding as of January 31, 2017 and April 30, 2016.		2,790				2,790
Additional paid in capital		18,135				18,135
Accumulated deficit		(132,351	)			(87,013	)
Total stockholder's deficit		(111,426	)			(66,088	)
Total liabilities and stockholder’s deficit	$	6,220			$	25,403

  

See accompanying notes that are an integral part of these unaudited consolidated financial statements

NOGALES RESOURCES CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(Unaudited) 

 

	Three Months Ended January 31,								Nine months Ended January 31,
	2017				2016				2017				2016
Operating expenses
Audit and accounting fees	$	2,000			$	2,840			$	10,000			$	13,175
Legal fees		765				732				4,688				4,469
Office expenses		6,418				794				18,789				2,385
Transfer and filing fees		2,588				450				7,770				2,375
Loss from operations		(11,771	)			(4,816	)			(41,247	)			(22,404	)
Interest expense		1,332				570				4,091				1,450
Net Loss	$	(13,103	)		$	(5,386	)		$	(45,338	)		$	(23,854	)
Net loss per common share – basic and diluted	$	—			$	—			$	(0.02	)		$	(0.01	)
Weighted average number of common shares outstanding – basic and diluted		2,790,000				2,790,000				2,790,000				2,790,000

  

See accompanying notes that are an integral part of these unaudited consolidated financial statements

NOGALES RESOURCES CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(Unaudited) 

 

	Nine months Ended January 31,
	2017				2016
Operating activities
Net loss	$	(45,338	)		$	(23,854	)
Non-cash items:
Accrued interest – related party		1,774				1,450
Accrued interest – notes payable		2,317				—
Changes in operating assets and liabilities:
Prepaid expenses		5,000				1,250
Accounts payable and accrued liabilities		22,064				6,313
Net cash used in operating activities		(14,183	)			(14,841	)
Financing activities
Proceeds from related party notes payable		—				14,600
Net cash provided by financing activities		—				14,600
Change in cash during the period		(14,183	)			(241	)
Cash, beginning of the period		20,403				663
Cash, end of the period	$	6,220			$	422
Supplemental information
Interest and taxes paid in cash	$	—			$	—

  

See accompanying notes that are an integral part of these unaudited consolidated financial statements

NOGALES RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Nine months Ended January 31, 2017 and 2016

(Expressed in US Dollars)

(Unaudited)

 

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.

 

Basis of presentation

The unaudited interim consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Annual Report on Form 10-K of the Company for the year ended April 30, 2016. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended January 31, 2017, are not necessarily indicative of the results that may be expected for the year ending April 30, 2017. For further information, these unaudited interim consolidated financial statements and the related notes should be read in conjunction with the Company’s audited consolidated financial statements for the year ended April 30, 2016, included in the Company’s report on Form 10-K

 

Going Concern

These consolidated financial statements have been prepared assuming the Company will continue as a going concern and 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 $132,351 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 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.

 

Note 2 Mineral Property

 

On May 20, 2014, the Company entered into a property option agreement whereby NRC Exploration LLC, a wholly owned subsidiary of the Company, was granted an option to earn up to a 100% interest in the Donald mineral property. The Donald mineral property is located in the Omineca mining district of the Province of British Columbia Canada.

 

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 January 31, 2017 and April 30, 2016.

 

Note 3 Related Party Transactions

 

An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein.

 

On April 28, 2014, the Company’s former 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.

 

On June 29, 2015, the Company’s former 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.

 

On August 26, 2015, the Company’s former 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, and matures on December 31, 2018.

 

On October 26, 2015, the Company’s former 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, and matures on December 31, 2018.

 

On February 9, 2016, the Company’s former 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, and matures on December 31, 2018.

 

No payments have been made on the above notes, and the total principal due on these notes at January 31, 2017 and April 30, 2016 is $39,100.

 

During the three months ended January 31, 2017 the Company recorded interest expense of $592 (January 31, 2016 - $570) pursuant to these promissory notes.

 

During the nine months ended January 31, 2017 the Company recorded interest expense of $1,774 (January 31, 2016 - $1,450) pursuant to these promissory notes. Total accrued interest on these note as of January 31, 2017 and April 30, 2016 was $5,187 and $3,413, respectively.

 

Note 4 Notes Payable

 

On April 6, 2016, $23,978 was loaned to the Company by an unrelated third party (“Lender”). The loan carries an interest rate of 6% per annum, is unsecured and is payable on demand.

 

On April 30, 2016, $25,000 was loaned to the Company by the Lender. The loan carries an interest rate of 6% per annum, is unsecured and is payable on demand.

 

During the three months ended January 31, 2017, the Company accrued interest of $741 (January 31, 2016 - $Nil) pursuant to these notes payable.

 

During the nine months ended January 31, 2017, the Company accrued interest of $2,317 (January 31, 2016 - $Nil) pursuant to these notes payable. Total accrued interest on these notes as of January 31, 2017 and April 30, 2016 was $2,317 and $Nil, respectively.

 

Note 5 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, 2017 the Company had 2,790,000 shares of common stock and no shares of preferred stock outstanding.

 

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 Omineca 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, 2017.

 

For the three months ended January 31, 2017 we did not earned any revenues. For the three months ended January 31, 2017 we incurred expenses and a net loss in the amount of $13,103 (2016 – $5,386). Our expenses during the quarter consisted of audit and accounting fees of $2,000 (2016 – $2,840), Office and miscellaneous expenses of $6,418 (2016 – $794), legal fees of $765 (2016 – $732), transfer and filing fees of $2,588 (2016 – $450) and interest expense of $1,332 (2016 – $570).

 

Office expenses increased during the period due to the hiring of an outside contractor to handle our office and administration work. Our losses are attributable to operating expenses together with a lack of any revenues.

 

For the nine months ended January 31, 2017 we did not earned any revenues. For the nine months ended January 31, 2017 we incurred expenses and a net loss in the amount of $45,338 (2016 – $23,854). Our expenses during the nine months ended January 31, 2017 consisted of audit and accounting fees of $10,000 (2016 – $13,175), Office and miscellaneous expenses of $18,789 (2016 – $2,385), legal fees of $4,688 (2016 – $4,469), transfer and filing fees of $7,770 (2016 – $2,375) and interest expense of $4,091 (2016 – $1,450).

 

Office expenses increased during the period due to the hiring of an outside contractor to handle our office and administration work. Our losses are attributable to operating expenses together with a lack of any revenues.

 

Liquidity and Capital Resources

 

As of January 31, 2017, we had total current assets of $6,220, consisting entirely of cash. We had current liabilities of $73,359.  Accordingly, we had a working capital deficit of $67,139 as of January 31, 2017 (April 30, 2016 working capital deficit of $23,575).

 

To date, we have funded our operations primarily through loans from Misael Aguirre, our former sole executive officer, and director and from unrelated third parties. As of January 31, 2017, we owed Mr. Aguirre at total of $39,100 in principal, plus accrued interest of $5,187. The amounts loaned by Mr. Aguirre earn interest at a rate of 6% per annum, are unsecured and are due on December 31, 2018. As of January 31, 2017, we owed an additional $48,978 in principal plus accrued interest of $2,317 to a third party (“Lender”). The amounts loaned by the Lender earn interest at a rate of 6% per annum, are unsecured and payable on demand.

 

We do not currently have sufficient funds to repay our existing debts. If we are unable to secure additional financing, we could fail and investors may lose some or all of their investment. In addition, we are no longer pursuing exploration or development of the Donald Property and are currently searching for other opportunities in the mineral exploration field. As such, we are unable to provide an accurate estimate of our financial requirements for the next twelve months. If we do identify a suitable business opportunity that we wish to pursue, we will likely need substantial financing. If we fail to obtain sufficient financing, our ability to pursue alternative business opportunities may be limited. We do not currently have any financing arrangements in place, and there is no assurance that sufficient financing will be available to us when needed.

 

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, 2017, 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, 2017. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Philip Kwan. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2017, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the nine months ended January 31, 2017.

 

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.

 

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

 

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation (1)
3.2	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 (2)
10.7	Promissory Note in the amount of $3,600 due December 31, 2018 (3)
10.8	Promissory Note in the amount of $4,000 due December 31, 2018 (4)
10.9	Promissory Note in the amount of $1,500 due December 31, 2018 (5)
10.10	Promissory Note in the amount of $23,977.50 due on demand (6)
10.11	Promissory Note in the amount of $25,000 due on demand (6)
31.1	Certification of Chief Executive Officer and Chief Financial 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 Quarterly Report on Form 10-Q for the quarter ended January 31, 2017 formatted in Extensible Business Reporting Language (XBRL).

 

 

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.

 

	Nogales Resources Corp.
Date:	March 20, 2017
By:	/s/ Philip Kwan Philip Kwan
Title:	Chief Executive Officer and Director