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EX-32.1 - EXHIBIT 32.1 - MITU Resources Inc.exhibit32-1.htm
EX-32.2 - EXHIBIT 32.2 - MITU Resources Inc.exhibit32-2.htm
EX-31.2 - EXHIBIT 31.2 - MITU Resources Inc.exhibit31-2.htm
EX-31.1 - EXHIBIT 31.1 - MITU Resources Inc.exhibit31-1.htm
EX-10.03 - EXHIBIT 10.03 - MITU Resources Inc.exhibit10-03.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2018

Or

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

Commission file number 000-55315

MITU RESOURCES INC.
(Exact name of registrant as specified in its charter)

Nevada
000-55315
N/A
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)

Gregorio Luperón #7
Puerto Plata, Dominican Republic
N/A
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (829) 876-4960

Former Name or Former Address, if Changed Since Last Report:
N/A

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Title of each class:
Name of each exchange on which registered:
Common Stock, par value $.001
None
per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [   ]        No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [   ]        No [X]

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


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ] Accelerated filer                     [   ]
Non-accelerated filer   [   ] Smaller Reporting Company [X]

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recent completed second fiscal quarter. $30,000

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PROCEEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes [   ]        No [   ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

As of July 5, 2018, the Company had 30,000,000 common shares issued and outstanding.


Note Regarding Forward Looking Statements:

            This Annual Report on Form 10-K may include statements that are not historical facts and are considered “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect MITU Resources Inc.’s current views about future events and financial performances. These “forward-looking” statements are identified by the use of terms and phrases such as “will,” “believe,” “expect,” “plan,” “anticipate,” and similar expressions identifying forward-looking statements. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties, and other factors that could cause actual results to differ materially from our expectation. These factors include, for example: regulatory and permitting issues; timing and outcome of exploration proposals; future financial performances of MITU and its projects; the estimation of mineral resources and the realization of mineral reserves; exploration, development, and production activities and estimated future production; costs of production, capital, operating and exploration expenditure estimates; additional capital requirements and acquisition; government regulation, environmental risks, reclamation and rehabilitation expenses; title disputes or claims; insurance coverage; future prices of gold and other minerals and all risk factors discussed in the sections entitled “Item A risk Factors” and item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K. Such statements made by us fall within the safe harbors provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such forward-looking statements are necessarily only estimates of future results and the actual results we achieve may differ materially from these estimates due to these and other risk factors as discussed in the sections entitled “Item 1A. Risk Factors” and “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K. MITU Resources Inc. expressly does not undertake any duty to update forward-looking statements.

PART I

Item 1.        Business Overview

            MITU Resources Inc. was incorporated under the laws of the State of Nevada April 17, 2013. We were incorporated as an exploration stage mining company with one mineral claim (the MITU Gold claim) in the Republic of Colombia. Our goal was to generate revenues through the sale of gold found and extracted from this claim. We acquired the MITU Gold Claim from Alvarez Explorations Inc. ("Alvarez") located in the Republic of the Colombia on April 17, 2013 for the sum of $5,000. The only terms between the Company and Alvarez are the payment of the purchase price by the Company to Alvarez, and the transfer of the MITU Gold Claim from Alvarez to the Company. The MITU Gold Claim is our only mineral claim and only material asset. There are no operations underway, no facilities other than the principal executive offices and no employees other than our executive officer.

            On February 7, 2018, we entered into and executed an Exclusive License and Distribution Agreement (“License Agreement”) with HeadWind Technologies Ltd. (“HeadWind”) whereby we were granted various Intellectual Property Rights related to owner, inventor, and creator of the “Wind Shark” a new type of self-starting, vertical axis wind turbine created to change the way low wind turbines are defined (the “Product”). Pursuant to the terms of the License Agreement, we acquired the rights to further develop, commercialize, market and distribute certain proprietary inventions and know-how related to the Products. In exchange there shall be licensee fee of four hundred thousand dollars ($400,000), paid in tranches as set forth in the Licensee Agreement, and continuing royalty (the "Royalty") equal to three percent (3%) of the gross sales price for sales of all Products.

            In May 2018, HeadWind and MITU entered into a Release and Settlement Agreement (“Settlement Agreement”), as MITU was not able to comply with the original terms of the License Agreement, accordingly and as a result of negotiations between the Parties, the Parties have compromised, resolved, waived and released any and all known or unknown claims by and between them as fully set forth in the Settlement Agreement.

            The Company is actively pursuing alternative business opportunities. As of the date of this report we have not identified, with certainty, any definitive opportunities. We will continue to evaluate and seek out acquisitions partners in an attempt to maximize value for our shareholders.


Emerging Growth Company

            We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups (“JOBS”) Act.

            We shall continue to be deemed an emerging growth company until the earliest of

(A)        the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

(B)        the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement;

(C)        the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

(D)        the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b -2 of title 17, Code of Federal Regulations, or any successor thereto.’.

            As an emerging growth company, we are exempt from Section 404(b) of Regulation S-K. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

            Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

            As an emerging growth company we are exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

            We have elected not to opt out of the extended transition period for complying with any new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

            We will be conducting exploration activities in Columbia. If the U.S. dollar loses strength to the Columbian Peso (the “COP”) our future operations may be adversely affected.

            There have been no purchases of our equity securities by us since inception.

Intellectual Property

            None.

Research and Development

            We have not incurred any research and development expenses since our inception.

Reports to Security Holders

            We are subject to the reporting and other requirements of the Exchange Act and we intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each fiscal year. We may also file additional documents with the Commission if they become necessary in the course of our company’s future operations.


            The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

Item 1A.      Risk Factors

Please consider the following risk factors before deciding to invest in our common stock.

Any investment in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, and all other information contained in this report, before you decide whether to purchase our common stock. The occurrence of any of the following risks could harm our business. You may lose part or all of your investment due to any of these risks or uncertainties. Our stock is speculative and should be purchased only by those who can afford to lose their entire investment.

Risks Associated with our Company and our Industry

Our sole-director and officer is not resident of the United States making the enforcement of liabilities against him difficult.

            Our director and executive officers reside outside the United States in the Dominican Republic. If a shareholder wishes to sue them for damages, the shareholder would have to serve on them a summons and complaint. Even if personal service is accomplished and a judgement is entered against that person, the shareholder would then have to locate the assets of that person, and register the judgement in the foreign jurisdiction where the assets are located.

Our executive officers have other business interests which may limit the amount of time they can devote to our Company.

            Our executive officers have other business interests, meaning they may not have enough time to devote to our business operations. This could cause business failure. They have been devoting and in the future plan to devote only 10 hours per month to company affairs which may lead to sporadic exploration activities and periodic interruptions of business operations. Unforeseen events may cause this amount of time to become even less.

We must attract and maintain key personnel or our business will fail.

            Success depends on the acquisition of key personnel. We will have to compete with other companies both within and outside the mining industry to recruit and retain competent employees. If we cannot maintain qualified employees to meet the needs of our anticipated growth, this could have a material adverse effect on our business and financial condition.

We need to acquire additional financing or our company will fail.

            We must obtain additional capital or our business will fail. Currently, we have very limited resources and have already accumulated a net loss. We currently have no arrangements for additional financing. We may also have to borrow large sums of money that require substantial capital and interest payments.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

            We incurred a net loss for the period from April 17, 2013 (date of inception) to March 31, 2018 and we expect to incur further losses in the development of our business, which raises substantial doubt about the Company's ability to continue as a going concern. We are a development stage company and have yet to attain profitable operations and in their report on our financial statements for the period from inception to March 31, 2018, our independent auditors included an explanatory paragraph regarding the substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors.


Risks related to our stock

We may not be able to raise additional capital through the offering of more shares, and if we are able to do so it will dilute those shares issued and outstanding at the time of raise.

            Raising additional capital through future offerings of common stock may be necessary for our company to continue operations, but there is no guarantee that this will be possible. Doing so will, however, dilute the total share number issued and outstanding. Financing may be achieved by issuing more shares which will increase the number of common shares outstanding. This may decrease the percentage interest held by each of our shareholders. Obtaining financing through the sale of our common stock will dilute other shareholders’ interests. As the total number of outstanding common shares increases, the equity attached to any individual share will decrease causing a dilution of shareholder ownership over the company. With little other access to funds currently, we may have to rely on this method substantially to raise additional capital.

Because our stock is a “penny stock”, trading of it may be restricted and limit a shareholder’s ability to buy and sell shares.

            As our stock is a penny stock, there are restrictions imposed by the United States Securities and Exchange Commission’s penny stock regulations and the FINRA’s sales practice requirements. This might limit a shareholder’s ability to buy and sell their shares as broker-dealers may be less likely to engage in transactions of our common shares. A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Our common stock is expected to trade well below that mark. Rules 15g-1 through 15g-9 under the Exchange Act impose sale practice and disclosure requirements on certain brokers-dealers who engage in certain transactions involving a “penny stock”.

We have not paid and do not anticipate paying cash dividends on our common stock.

            Cash dividends are not currently paid on our common stock shares nor are they expected to be paid in the near future. We intend to retain our cash for the continued development of our business. Thus, you will not be able to derive any dividend income and your return on investment will solely be based on your ability to sell your shares in a secondary market.

Item 1B.      Unresolved Staff Comments

            None.

Item 2.        Properties

            None.

Item 3.        Legal Proceedings

            None.

Item 4.        Mine Safety Disclosures

            Not Applicable.


PART II

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

            None

Item 6.        Selected Financial Data

            The following selected financial data should be read together with “Management's Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements, including the related notes, found elsewhere in this Form 10-K.

Working Capital

    March 31, 2018     March 31, 2017  
    $     $  
Current Assets   1,754     1,015  
Current Liabilities   159,305     105,180  
Working Capital (Deficit)   (157,551 )   (104,165 )

Cash Flows

    Year ended March 31,     Year ended March 31,  
    2018     2017  
    $     $  
Cash Flows used in Operating Activities   (51,744 )   (49,827 )
Cash Flows from (used in) Investing Activities   -     -  
Cash Flows from (used in) Financing Activities   50,729     45,000  
Net increase (decrease) in Cash During Period   (1,015 )   (4,827 )

Item 7.        Management's Discussion and Analysis of Financial Condition and Results of Operation

            This discussion should be considered in conjunction with audited financial statements of the company and forward-looking statements contained here apply from this date and involve some risks and uncertainties. We are a start-up, exploration stage company. We have a limited operating history and have not yet generated or realized any revenues from our activities. We have yet to undertake any exploration activity on our sole property - the MITU Gold Claim. As our property is in the early stage of exploration and there is no reasonable likelihood that revenue can be derived from the property in the foreseeable future. Our plan is to explore the MITU Gold Claim for gold; we want to proceed but lack sufficient cash to do so. The two phase exploration program will cost $6,712 (COP 12,650,840) for Phase I and $13,000 (COP 24,500,000) for Phase II. Thus, the anticipated company expenses over the next year are roughly $19,712 in exploration alone if Phase I and Phase II are undertaken. No revenues have yet been earned. We do not anticipate revenues until a commercially profitable product can be extracted and sold. As exploration has not yet commenced, we remain uncertain as to whether we will ever discover profitable amounts of mineral and what the market will be for it when and if we do produce some. If conditions are favorable, then upon discovery we will enter into production. If we do not proceed then we will try to acquire an interest in another mineral claim. Should we not have sufficient funds to purchase another mineral claim outright then we may have to make a share offering to obtain an option on a property. If that succeeds then again we would try to explore with money raised by offering our stock, engaging in borrowing, or locating a joint venture partner. We have not generated any revenues, and no revenues are anticipated until we begin removing and selling minerals, if ever. Accordingly, we must raise cash from sources other than the sale of gold found on the MITU Gold Claim.

            To implement further exploration work on the MITU Gold Claim and to stay in business, we must raise additional cash – particularly over the next 12 months. If we cannot raise additional funds we will not have sufficient funds to satisfy our cash requirements and would have to go out of business. Since our business activity is related solely to the exploration and evaluation of the MITU Gold Claim, it is the opinion of management that the most meaningful financial information relates primarily to current liquidity and solvency. As at March 31, 2018, we had $157,551 in working capital deficit. Our future financial success will depend upon the success of the exploration work on the MITU Gold Claim. Such exploration may take years to complete and future cash flows, if any, are impossible to predict at this time. The realization value from any mineralization which may be discovered by us is largely dependent on factors beyond our control, such as the market value of metals produced, mining regulations in Columbia and foreign exchange rates.


Liquidity and Capital Resources

            Since inception to the present, we have raised capital through private placements of common stock aggregating $30,000 with the former officers of the Company. As at March 31, 2018, we had $nil in cash.

            Our capital commitments for the coming 12 months consist of administrative expenses together with expenses associated with the completion of our planned exploration program. Including this exploration work, we estimate that we will have to incur the following expenses during the next 12 months:

Expenses     Amount   Description
Accounting   $  4,650   Fees to the independent accountant for preparing the quarterly and annual financial statements.
Legal     10,000   Legal fees in connection with miscellaneous matters.
Audit     10,000   Review of the quarterly financial statements and audit of the annual financial statements
Exploration     6,712   for Phase I
Filing Fees     475   Annual fee to the Secretary of State for Nevada
Office     1,000   Photocopying, delivery and fax expenses
Transfer agent’s fees     1,500   Annual fee of $500 and estimated miscellaneous charges of $1,000
Estimated Expenses   $  34,337    

            In the future, the Company may be forced to rely upon cash advances from its officers to meet current and future liabilities.

            We have no plant or significant equipment to sell, nor are we going to buy any plant or significant equipment during the next 12 months. We will not buy any equipment unless we locate a body of ore and determine that it is economical to extract the ore from the land. We may attempt to interest other companies to undertake exploration work on the MITU Gold Claim through joint venture arrangement or even the sale of part of the MITU Gold Claim. Neither of these avenues has been pursued as of the date of this prospectus. Our geologist has recommended an exploration program for the MITU Gold Claim. However, even if the results of this work suggest further exploration work is warranted, we do not presently have the requisite funds and so will be unable to complete anything beyond the exploration work on Phase I recommended in the Report until we raise more money or find a joint venture partner to complete the exploration work. If we cannot find a joint venture partner and do not raise more money, we will be unable to complete any work beyond the exploration program recommended by our geologist. If we are unable to finance additional exploration activities, we do not know what we will do and we do not have any plans to do anything else. We do not intend to hire any employees at this time. All of the work on the MITU Gold Claim will be conducted by our executive officer. They will be responsible for supervision, surveying, exploration, and excavation and will be capable of evaluating the information derived from the exploration and excavation including advising MITU on the economic feasibility of removing any mineralized material we may discover. Of all the possibilities of financing to meet current and future liabilities, the most likely is cash advances from our officer. However, we have no agreements with our officer for them to make such advances, and they have no obligation to do so.

            The Company will require additional financing to continue with its operations, as its current cash balance is less than one month of average cash burn for the Company’s operations.


Limited Operating History; Need for Additional Capital

            There is no historical financial information about us upon which to base an evaluation of our performance as an exploration corporation. We are an exploration stage company and have not generated any revenues from our exploration activities. We cannot guarantee we will be successful in our exploration activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

            To become profitable and competitive, we must invest in the exploration of our property before we start production of any minerals we may find. We must obtain equity or debt financing to provide the capital required to fully implement our phased exploration program. We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to commence, continue, develop or expand our exploration activities. Even if available, equity financing could result in additional dilution to existing shareholder.

Results of Operations

            During the year ended March 31, 2018, we incurred a net loss of $53,386 comprised of $22,496 of professional fees related to our accounting, audit, and legal fees incurred as part of our SEC filing requirements, $15,330 of general and administrative expense, and $15,359 of transfer agent fees and other expenses. During the year ended March 31, 2017, we incurred a net loss of $48,501 which included $32,180 of professional fees related to our accounting, audit, and legal fees, and $16,321 of transfer agent fees and other expenses. The overall increase in net loss for fiscal 2018 was due to consulting fees of $15,000 relating to the costs incurred for a proposed acquisition that did not finalize. This was offset by an overall decrease of $9,684 of professional fees as the Company incurred less legal costs compared to prior year.

            For the years ended March 31, 2018 and 2017, we incurred a loss per share of $nil.

Our Planned Exploration Program

            We must conduct exploration to determine what, if any, amounts of minerals exist on the MITU Gold Claim and if such minerals can be economically extracted and profitably processed.

            Our planned exploration program is designed to explore and evaluate our property efficiently.

            Our anticipated exploration costs for Phase I work on the MITU Gold Claim are approximately $6,712. This figure represents the anticipated cost to us of completing only Phase I work recommended by the Report. However, should the results of this work be sufficiently encouraging to justify our undertaking Phase II work recommended in the Report at an estimated cost of $13,000, we will have to raise additional investment capital. Regardless, we will have to raise additional funds within the next 12 months in order to satisfy our ongoing cash requirements and finance anything beyond Phase I work on the MITU Gold Claim.

Balance Sheets

            As at March 31, 2018, we had cash of $nil and total assets of $1,754 compared to cash and total assets of $1,015 as at March 31, 2017. The decrease in cash was due to the use of cash as the Company has limited cash flows and relies on funding from management for day-to-day operating costs. The increase in assets was due to a prepayment of legal costs of $1,754 for services to be rendered.

            We had liabilities of $159,305 at March 31, 2018 compared to $105,180 at March 31, 2017. The increase in liabilities is due to an additional $26,229 of debt owing to the previous President and Director of the Company for financing of our day-to-day operations which is unsecured, non-interest bearing, and due on demand, and $24,500 of notes payable due to third parties which is unsecured, bears interest at 10% per annum, and is due on demand.

            During the years ended March 31, 2018 and 2017, we did not have any capital transactions.

Cash Flows

Cash Flows from Operating Activities

During the year ended March 31, 2018, we used $51,744 of cash in operating activities compared to $49,827 during the year ended March 31, 2017. The increase in the use of cash for operating activities was attributed to an increase in overall operating activities during the year.


Cash Flows from Investing Activities

            During the years ended March 31, 2018 and 2017, the Company has not had any investing activities.

Cash Flows from Financing Activities

            During the year ended March 31, 2018, we received $50,729 of cash from financing activities including $24,500 from issuance of notes payable and $26,229 from our President and Director for funding of our day-to-day operations compared to $45,000 received from our President and Director during the year ended March 31, 2017. The amounts owing are unsecured, non-interest bearing, and due on demand.

Trends

            We are in the exploration stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, other than as described in this section or in “Risk Factors”.

Critical Accounting Policies

            Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.

            The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Certain conditions, discussed below, are currently present that raise substantial doubt upon the validity of this assumption. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

            Our intended exploration activities depend upon our ability to obtain financing in the form of debt and equity and ultimately to generate future profitable exploration activity or income from its investments. As of the date hereof we have not generated revenues, and have experienced negative cash flow from minimal exploration activities. We may look to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms.

Item 7A.        Quantitative and Qualitative Disclosures about Market Risk

            None


Item 8.        Financial Statements and Supplementary Data

Mitu Resources Inc.
March 31, 2018

  Index
   
Report of Independent Registered Public Accounting Firm F-1
   
Balance Sheets F-2
   
Statements of Operations F-3
   
Statements of Cash Flows F-4
   
Statement of Stockholders’ Equity F-5
   
Notes to the Financial Statements F-6


PLS CPA, A PROFESSIONAL CORP.
♦ 4725 MERCURY STREET #210 ♦ SAN DIEGO ♦ CALIFORNIA 92111 ♦
TELEPHONE (858)722-5953 ♦ FAX (858) 761-0341 ♦ FAX (858) 764-5480
♦ E-MAIL changgpark@gmail.com ♦

 

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
MITU Resources, Inc.

Opinion on the Financial Statements
We have audited the accompanying balance sheets of MITU Resources, Inc (the “Company”) as of March 31, 2018 and 2017, the related statements of operations, changes in shareholders' deficit, and cash flows for the years then ended, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenue and further losses are anticipated. The Company requires additional funds to meet its obligations and its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/PLS CPA

_______________________
PLS CPA, A Professional Corp.
We have served as the Company’s auditor since 2014.
July 12, 2018
San Diego, CA. 92111

F-1


Mitu Resources Inc.
Balance Sheets
(Expressed in U.S. dollars)

    March 31,     March 31,  
    2018     2017  
    $     $  
             
ASSETS            
             
Current Assets            
             
   Cash       1,015  
   Prepaid expense   1,754      
             
Total Assets   1,754     1,015  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY            
             
Current Liabilities            
             
 Accounts payable and accrued liabilities   3,576     180  
 Notes payable (Note 4)   24,500        
 Due to related party (Note 5)   131,229     105,000  
             
Total Liabilities   159,305     105,180  
             
Stockholders’ Equity            
             
Common Stock            
     Authorized: 70,000,000 common shares, with par value $0.001
     Issued and outstanding: 30,000,000 common shares
  30,000     30,000  
             
Accumulated Deficit   (187,551 )   (134,165 )
             
Total Stockholders’ Equity   (157,551 )   (104,165 )
             
Total Liabilities and Stockholders’ Equity   1,754     1,015  

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

F-2


Mitu Resources Inc.
Statements of Operations
(Expressed in U.S. dollars)

    Year ended     Year ended  
    March 31,     March 31,  
    2018     2017  
    $     $  
             
Operating Expenses            
             
   General and administrative   15,330      
   Professional fees   22,496     32,180  
   Transfer agent fees   15,359     16,321  
             
Total Operating Expenses   53,185     48,501  
             
Loss Before Other Expenses   (53,185 )   (48,501 )
             
Other Expenses            
             
   Interest expense   (201 )    
             
Net Loss and Comprehensive Loss   (55,386 )   (48,501 )
             
Net Loss Per Share – Basic and Diluted   (0.00 )   (0.00 )
             
Weighted Average Shares Outstanding   30,000,000     30,000,000  

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

F-3


Mitu Resources Inc.
Statements of Cash Flows
(Expressed in U.S. dollars)

    Year ended     Year ended  
    March 31,     March 31,  
    2018     2017  
    $     $  
             
Operating Activities            
             
Net loss   (53,386 )   (48,501 )
             
Changes in operating assets and liabilities:            
             
   Prepaid expense   (1,754 )    
   Accounts payable and accrued liabilities   3,396     (1,326 )
             
Net Cash Used In Operating Activities   (51,744 )   (49,827 )
             
Financing Activities            
             
   Proceeds from notes payable   24,500      
   Proceeds from related party   26,229     45,000  
             
Net Cash Provided By Financing Activities   50,729     45,000  
             
Decrease in Cash   (1,015 )   (4,827 )
             
Cash – Beginning of Year   1,015     5,842  
             
Cash – End of Year       1,015  

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

F-4


Mitu Resources Inc.
Statement of Stockholders’ Equity
(Expressed in U.S. dollars)

    Common Stock              
                Accumulated        
    Shares     Par Value     Deficit     Total  
    #     $     $     $  
                         
Balance as at March 31, 2016   30,000,000     30,000     (85,664 )   (55,664 )
                         
Net loss for the year           (48,501 )   (48,501 )
                         
Balance as at March 31, 2017   30,000,000     30,000     (134,165 )   (104,165 )
                         
Net loss for the year           (53,386 )   (53,386 )
                         
Balance as at March 31, 2018   30,000,000     30,000     (187,551 )   (157,551 )

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

F-4


Mitu Resources Inc.
Notes to the Financial Statements
(Expressed in U.S. dollars)

1.

Nature of Operations and Continuance of Business

   

Mitu Resources Inc. (the “Company”) was incorporated in the State of Nevada on April 17, 2013 and is a mineral exploration and production company engaged in the exploration, acquisition, and development of mineral properties. The Company holds nine claims in the Mitu Gold Mine in Departamento del Vaupes, Colombia and is in the process of exploring these claims, as well as raising additional capital for future acquisitions. The Company is an exploration stage company with limited transactions.

   

Going Concern

   

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date, and has an accumulated deficit of $187,551. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

   

The Company’s plan of action over the next twelve months is to raise capital financing to conduct exploration and drilling on its mineral property claims held in Departamento del Vaupes, Colombia as well as exploring for new mineral property claims.

   

2. Summary of Significant Accounting Policies
   
  a)

Basis of Presentation

     
 

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”), and are expressed in US dollars. The Company’s fiscal year-end is March 31.

     
  b)

Use of Estimates

     
 

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

     
  c)

Cash and Cash Equivalents

     
 

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at March 31, 2018 and 2017, the Company had no cash equivalents.

F-5


Mitu Resources Inc.
Notes to the Financial Statements
(Expressed in U.S. dollars)

2.

Summary of Significant Accounting Policies (continued)

     
d)

Mineral Property Costs

     

The Company has been in the exploration stage since its formation on April 17, 2013 and has not yet realized any revenues from its planned operations. Mineral property acquisition costs are capitalized as incurred. Exploration and evaluation costs are expensed as incurred until proven and probable reserves are established. The Company assesses the carrying costs for impairment under ASC 360, “Property, Plant, and Equipment” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

     
e)

Asset Retirement Obligations

     

As at March 31, 2018 and 2017, the Company has no asset retirement obligations.

     
f)

Basic and Diluted Net Loss per Share

     

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

     
g)

Income Taxes

     

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Accounting for Income Taxes, as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

     
h)

Comprehensive Loss

     

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2018 and 2017, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

     
i)

Financial Instruments

     

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

     

Level 1

     

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

F-6


Mitu Resources Inc.
Notes to the Financial Statements
(Expressed in U.S. dollars)

2.

Summary of Significant Accounting Policies (continued)

     
i)

Financial Instruments (continued)

     

Level 2

     

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

     

Level 3

     

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

     

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

     
j)

Recent Accounting Pronouncements

     

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


3.

Mineral Property

     

On April 17, 2013, the Company acquired nine claims in the Mitu Gold Mines, located in Colombia, for $5,000. A mining license is necessary to mine the MITU Gold Claim. MITU obtained such a license, but it has expired. MITU plans to renew the license if and when it is ready to commence mining operations. During the year ended March 31, 2016, the Company recorded an impairment of capitalized mineral property costs of $5,000.

     
4.

Notes Payable

     
a)

On February 14, 2018, the Company received loan proceeds of $15,000 from a non-related company, which is unsecured, bears interest at 10% per annum, and is due on demand.

     
b)

During the year ended March 31, 2018, the Company received loan proceeds of $9,500 from a non-related company, which is unsecured, bears interest at 10% per annum, and is due on demand.


5.

Due to Related Party

   

As at March 31, 2018, the Company owes $131,229 (2017 - $105,000) to the former President and Director of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand. During the year ended March 31, 2018, the Company received $26,229 (2017 - $45,000) from the former President and Director of the Company.

F-7


Mitu Resources Inc.
Notes to the Financial Statements
(Expressed in U.S. dollars)

6.

Common Shares

   

On April 17, 2013, the Company issued 30,000,000 common shares to founders of the Company at $0.001 per share for proceeds of $30,000.

   
7.

Income Taxes

   

The Company has $189,125 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2034. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 34% in 2017 and 21% in 2018 to net loss before income taxes. As at March 31, 2018 and 2017, the Company had no uncertain tax positions.


      March 31,     March 31,  
      2018     2017  
      $     $  
  Net loss before taxes   53,386     48,501  
  Statutory rate   31%     34%  
               
  Computed expected tax recovery   16,416     16,490  
  Change In enacted tax rates   (22,794 )      
  Change in valuation allowance   6,378     (16,490 )
  Income tax provision        

The significant components of deferred income tax assets and liabilities as at March 31, 2018 and 2017 after applying enacted corporate income tax rates are as follows:

      2018     2017  
      $     $  
  Net operating losses carried forward   39,177     45,555  
  Valuation allowance   (39,177 )   (45,555 )
  Net deferred tax asset        

8.

Subsequent Events

   

On February 7, 2018, the Company entered into an Exclusive License and Distribution Agreement (the “Agreement”) with HeadWind Technologies Ltd. (“HeadWind”), whereby the Company would acquire an exclusive license in exchange for certain cash payments. In addition, the Company would issue $300,000 of non-voting, convertible preferred stock to HeadWind. Subsequent to March 31, 2018, the Company and HeadWind cancelled the Agreement and the Company remitted a cancellation penalty of $100,000 to HeadWind.

F-8


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

            None

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

            As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the evaluation, both the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, were effective as of March 31, 2018.

Management's Report on Internal Control over Financial Reporting

            Our Management is responsible for establishing adequate internal controls over financial reporting, as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting as of March 31, 2018 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal controls over financial reporting were effective as of March 31, 2018, and that there was no change in our internal controls over financial reporting that materially affected, or is reasonably likely to materially affect, such internal controls during the year ended on that date.

            This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies

Item 9B. Other Information

            None

PART III

Item 10. Directors, Executive Officers and Corporate Governance Directors and Officers

            Our bylaws state that our authorized number of directors shall be not less than one and shall be set by resolution of our Board of Directors. Our Board of Directors has fixed the number of directors at one, and we currently have only one director.

            Our current director and officers are as follows:

 Name Age Position Held with the Company
Simeon Leonardo Reyes Francisco    Chief Executive Officer, President, Chief Financial Officer, Secretary and Director


            Our director will serve in that capacity until our next annual shareholder meeting or until his successor is elected and qualified. Officers hold their positions at the will of our Board of Directors. There are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs.

            The biography for Simeon Leonardo Reyes Francisco is set forth below:

Professional Appointments

•Galaxia Computers(Founder – 2001- Present Owner(Software and hardware distribution company
•Actual Inversiones Imperial Founder – Manager Investment – Financing Group Actual
•Member of ANGE((Association of Business Entrepreneurs of the Dominican Republic)
•Punta Cana Group(Managing engineer – In charge of Pueblo Bavaro development 1996 -2001

Education

•Graduate of System Engineering & Civil Engineer Utesa – Santiago, Dominican Republic. 1994
•Graduate of Business Administration Pontificia Universidad Católica Madre & Maestra 2002

Other Directorships

            Our director holds no other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

Board of Directors and Director Nominees

            Since our Board of Directors does not include a majority of independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determination. The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which the slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee’s qualifications to serve on the Board, as well as a list of references.

            The Board identifies director nominees through a combination of referrals from different people, including management, existing Board members and security holders. Once a candidate has been identified, the Board reviews the individual’s experience and background and may discuss the proposed nominee with the source of the recommendation. If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the Board.

            Some of the factors which the Board considers when evaluating proposed nominees include their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions. The Board may request additional information from each candidate prior to reaching a determination. The Board is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.


Conflicts of Interest

            Our directors and officers are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our future operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct.

            In general, officers and directors of a corporation are required to present business opportunities to a corporation if:

  • the corporation could financially undertake the opportunity;
  • the opportunity is within the corporation’s line of business; and
  • it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

Significant Employees

            Other than as described above, we do not expect any other individuals to make a significant contribution to our business.

Legal Proceedings

            To the knowledge of our company, during the past ten years, none of our director or executive officers:

(1)

has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings;

   
(2)

was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

   
(3)

was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:


  (i)

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

     
  (ii)

engaging in any type of business practice; or

     
  (iii)

engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;


(4)

was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activities;




(5)

was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated.

   
(6)

was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

   
(7)

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:


  (i)

Any Federal or State securities or commodities law or regulation; or

     
  (ii)

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

     
  (iii)

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or


(8)

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

            Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons”, none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Audit Committee

            We do not currently have an audit committee or a committee performing similar functions. The Board of Directors as a whole participates in the review of financial statements and disclosure.

Family Relationships

            There are no family relationships among our officers, directors, or persons nominated for such positions.


Executive Compensation

            We have no standard arrangement to compensate our director or officers for their services in their respective capacity as directors or officers. The director and officers are not paid for meetings attended. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred. Currently, the director and officers receive and have received no funds or other cash considerations. There are no financial agreements with our executive officers at this time although we will reimburse them for reasonable expenses incurred during their performance. We will not pay compensation for attendance at meetings. The table below summarizes compensation:

Summary Compensation Table

            Non-Equity    
Name and       Stock Options Incentive Plan All Other  
Principal Fiscal Salary   Bonus  Awards Awards Compensation Compensation  Total
Position  Year ($) ($) ($) (Number) ($) $) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (j)
Mr. Simeon Leonardo Reyes Francisco, 2018 - - - - - - -
President, CEO, CFO, Secretary and Director (1)                
Juan Perez, 2015 - - - - - - -
President and 2016 - - - - - - -
Director (2) 2017 - - - - - - -
Nelson Rincon , 2015 - - - - - - -
Secretary and 2016 - - - - - - -
Treasurer (2) 2017 - - - - - - -

            (1)        As of February 7, 2018, Mr. Simeon Leonardo Reyes Francisco was appointed as the sole officer and director of the Company.

            (2)        As of February 7, 2018, Mr. Perez and Mr. Rincon the former officers and director sold their shares to Mr. Simeon Leonardo Reyes Francisco and concurrently resigned from all positions with the Company.

Employment Agreements

            We have no employment agreements with any of our executive officers.

Equity Compensation Plans, Stock Options, Bonus Plans

            No such plans or options exist. None have been approved or are anticipated. No Compensation Committee exists either.

Compensation of Directors

            We have no formal plan for compensating our directors for their services in the future in their capacity as directors, although such directors are expected in the future to receive options to purchase shares of our common stock as awarded by our Board of Directors or by any compensation committee that may be established.

Pension, Retirement or Similar Benefit Plans

            There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Compensation Committee

            We do not currently have a compensation committee of the Board of Directors or a committee performing similar functions. The Board of Directors as a whole participates in the consideration of executive officer and director compensation.

Security Ownership of Certain Beneficial Owners and Management

            The following table sets forth, as of the date of this report the total number of shares owned beneficially by each of our director, officers and key employees and the present owner of 5% or more of our total outstanding shares. The shareholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares. Except as indicated in the footnotes to these tables, and as affected by applicable community property laws, all persons listed have sole voting and investment power for all shares shown as beneficially owned by them.


  Amount and Nature of Percentage
 Name and Address of Beneficial Owner Beneficial Ownership(1) (2) of Class%(1) (2)
Simeon Leonardo Reyes Francisco
Gregorio Luperón #7, Puerto Plata, Dominican Republic
15,000,000
50.0%
 Directors and Executive Officers as a Group(1)  15,000,000 50.00%

  (1)

Unless otherwise noted, the security ownership disclosed in this table is of record and beneficial.

     
  (2)

Under Rule 13-d of the Exchange Act, shares not outstanding but subject to options, warrants, rights, conversion privileges pursuant to which such shares may be acquired in the next 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the person having such rights, but are not deemed outstanding for the purpose of computing the percentage for such other persons. None of our officers or director has options, warrants, rights or conversion privileges outstanding.

            We have no knowledge of any arrangements, including any pledge by any person of our securities, the future operation of which may at a subsequent date result in a change in our control.

            We are not, to the best of our knowledge, directly or indirectly owned or controlled by another corporation or foreign government.

Certain Relationships and Related Transactions Relationships

            Our executive officers are not related.

Transactions with related persons, promoters and certain control persons

            To this date there have been no agreements or transactions with the director/officers, nominees for election as directors, any principal security holders, or any relative or spouse of such named persons. There have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer, or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest, except as follows:

Corporate Governance

Director Independence

            We have determined that we do not have a director that would qualify as an “independent director” as defined by Nasdaq Marketplace Rule 4200(a)(15).

            We do not have a standing audit, compensation or nominating committee, but our entire Board of Directors acts in such capacities. We believe that our Board of Directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Board of Directors of our company does not believe that it is necessary to have a standing audit, compensation or nominating committee because we believe that the functions of such committees can be adequately performed by the Board of Directors. Additionally, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.


Item 14. Principal Accounting Fees and Services

            We have engaged PLS CPA, a professional corp., as our auditors on April 25, 2014. For fiscal years 2017 and 2018 total audit fees were $10,000 and $10,000, respectively. We made no other payments to our auditors.

PART IV

Item 15. Exhibits, Financial Statement Schedules

1.        Financial Statement Schedules

            Schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission have been omitted because the information is disclosed in the Financial Statements or because such schedules are not required or not applicable.

2.        Exhibits

Exhibit    
Number Description of Exhibit Filing
3.01 Articles of Incorporation Filed with the SEC on June 18, 2014, on Form S-1.
3.03 Bylaws Filed with the SEC on June 18, 2014, on Form S-1.
10.01 License and Distribution Agreement between the Company and headwind Technologies Ltd. Filed with the SEC on February 12, 2018, on Form 8-K.
10.02 First Amendment to the License and Distribution Agreement between the Company and headwind Technologies Ltd. Filed with the SEC on April 17, 2018, on Form 8-K.
10.03 Release and Settlement Agreement between the Company and headwind Technologies Ltd. Filed herewith.
31.1 Certifications of Principal Executive Officer Filed herewith.
31.2 Certifications of Principal Financial Officer Filed herewith.
32.1 Certification of Principal Executive Officer Filed herewith.
32.2 Certification of Principal Financial Officer Filed herewith.


SIGNATURES

            Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on July 9, 2018.

  MITU RESOURCES INC.,
  a Nevada Corporation

 

  By: /s/ Simeon Leonardo Reyes Francisco
  Simeon Leonardo Reyes Francisco
    President and Chief Executive Officer

            Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dated indicated.

/s/ Simeon Leonardo Reyes Francisco President (Principal Executive July 10, 2018
Simeon Leonardo Reyes Francisco Officer) and Director  
     
/s/ Simeon Leonardo Reyes Francisco Secretary and Treasurer (Principal July 10, 2018
Simeon Leonardo Reyes Francisco Accounting and Financial Officer)