Forward-Looking Statements
This report on Form 10-Q contains certain forward-looking statements. All
statements other than statements of historical fact are "forward-looking
statements" for purposes of these provisions, including any projections of
earnings, revenues, or other financial items; any statements of the plans,
strategies, and objectives of management for future operation; any statements
concerning proposed new products, services, or developments; any statements
regarding future economic conditions or performance; statements of belief; and
any statement of assumptions underlying any of the foregoing. Such
forward-looking statements are subject to inherent risks and uncertainties, and
actual results could differ materially from those anticipated by the
forward-looking statements.
These forward-looking statements involve significant risks and uncertainties,
including, but not limited to, the following: competition, promotional costs and
the risk of declining revenues. Our actual results could differ materially from
those anticipated in such forward-looking statements as a result of a number of
factors. These forward-looking statements are made as of the date of this
filing, and we assume no obligation to update such forward-looking statements.
The following discusses our financial condition and results of operations based
upon our unaudited financial statements which have been prepared in conformity
with accounting principles generally accepted in the United States. It should be
read in conjunction with our financial statements and the notes thereto included
elsewhere herein.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.
As used in this quarterly report, the terms "we", "us", "our" and "our company"
mean Northern Minerals & Exploration Ltd., unless otherwise indicated.
General Overview
We are an emerging natural resource company operating in oil and gas production
in central Texas and exploration for gold and silver in northern Nevada.
Current Business
Refer to NOTE 4 and NOTE 5 for property information.
Results of Operations
Results of Operations for the Three Months Ended October 31, 2020 and 2019
Revenue
Revenues of oil and gas for the three months ended October 31, 2020 and 2019
were $0 and $1,231, respectively, a decrease of $1,231. Revenues are earned
primarily from the J.E. Richey Lease from the sale of oil and gas and are
recorded net of any distributions paid. The decrease in revenue is due to lower
production as well as lower oil and gas prices.
Officer compensation
Officer compensation was $6,600 and $0 for the three months ended October 31,
2020 and 2019, respectively. We began to incur monthly compensation expense for
our new CFO in April 2020 and no compensation has been accrued or paid to the
CEO in either period.
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Consulting
Consulting fees were $500 and $0 for the three months ended October 31, 2020 and
2019, respectively. When needed the Company hires experts in the mining, oil and
gas industries to assist with its current projects.
Consulting - related party
Consulting - related party services were $15,000 and $15,000 for the three
months ended October 31, 2020 and 2019, respectively. Fees at $5,000 per month
are paid to Noel Schaefer, Director, but are billed as consulting fees.
Professional fees
Professional fees were $33,500 and $17,660 for the three months ended October
31, 2020 and 2019, respectively, an increase of $15,840 or 89.6%. Professional
fees generally consist of legal, audit and accounting expense. The increase can
primarily be attributed to an increase in audit fees billed during the period.
Mineral property expenditures
Mineral property expenditures were $1,000 and $15,133 for the three months ended
October 31, 2020 and 2019, respectively, a decrease of $14,133 or 93%. The
decrease in in the current period can be attributed to a decrease in
expenditures while the Company pursues additional funding.
General and administrative
General and administrative expense was $4,621 and $5,114 for the three months
ended October 31, 2020 and 2019, respectively, a decrease of $493 or 10%. The
decrease can be attributed to a decrease in travel and office expense.
Interest expense
During the three months ended October 31, 2020 and 2019 we had interest expense
of $3,979 and $2,891, respectively, an increase of $1,088 or 38%. The increase
is due to newly acquired loans in the later part of fiscal year 2020.
Other income
During the three months ended October 31, 2020, we had other income of $25,000,
that was received as a onetime payment pursuant to the terms of a joint venture
agreement the we entered into.
Net Loss
For the three months ended October 31, 2020, we had a net loss of $40,200 as
compared to a net loss of $54,567 for the three months ended October 31, 2019.
Liquidity and Financial Condition
Operating Activities
Cash used by operating activities was $60,899 for the three months ended October
31, 2020. Cash used for operating activities was $62,191 for the three months
ended October 31, 2019.
Financing Activities
Net cash provided by financing activities was $75,000 for the three months ended
October 31, 2020. We received $80,000 from the sale of our common stock, which
was offset by a $5,000 repayment on one of our loans payable. Net cash provided
by financing activities was $95,010 for the three months ended October 31, 2019.
In the prior period we received $10 from a related party, $75,000 from other
loans and sold common stock from cash proceeds of $20,000.
We had the following loans outstanding as of October 31, 2020:
On August 22, 2013 the Company entered into a $50,000 Convertible Loan Agreement
with an un-related party. The Loan and interest are convertible into Units at
$0.08 per Unit with each Unit consisting of one common share of the Company and
½ warrant with each full warrant exercisable for one year to purchase one common
share at $0.30 per share. On July 10, 2014, a further $35,000 was received from
the same unrelated party under the same terms. On July 31, 2018, this Note was
amended whereby the principal and interest are now convertible into Units at
$0.04 per Unit with each Unit consisting of one common share of the Company and
½ warrant with each full warrant exercisable for one year to purchase one common
share at $0.08 per share. The Loan shall bear interest at the rate of Eight
Percent (8%) per annum and matures on March 26, 2020. As of October 31, 2020,
there is $85,000 and $51,752 of principal and accrued interest, respectively,
due on this loan. As of July 31, 2020, there was $85,000 and $50,038 of
principal and accrued interest, respectively, due on this loan. This note is
currently in default.
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On October 20, 2017, the Company executed a convertible promissory note for
$25,000 with a third party. The note accrues interest at 6%, matures in two
years and is convertible into shares of common stock at maturity, at a minimum
of $0.10 per share, at the option of the holder. As of October 31, 2020 and July
31, 2020, there is $4,635 and $4,257, respectively, of accrued interest due on
this loan. This note is currently in default.
On April 16, 2017, the Company executed a promissory note for $15,000 with a
third party. The note matures in two years and interest is set at $3,000 for the
full two years. As of October 31, 2020, there is $15,000 and $3,750 of principal
and accrued interest, respectively, due on this loan. As of July 31, 2019, there
is $15,000 and $1,875 of principal and accrued interest, respectively, due on
this loan. This loan is currently in default.
On June 11, 2020, a third party loaned the Company $14,000. On September 9,
2020, the Company repaid $5,000 on this loan. The loan is unsecured,
non-interest bearing and due on demand.
As of October 31, 2020, the Company owed $5,000 to a third party. The loan is
unsecured, non-interest bearing and due on demand.
During the year ended July 31, 2020, a third party loaned the Company $15,000.
The loan is unsecured, bears interest at 8% per annum and matures on September
1, 2021. As of October 31, 2020, there is $1,325 of interest accrued on this
note.
During the year ended July 31, 2020, a third party loaned the Company $60,000.
The loan is unsecured, bears interest at 8% per annum and matures on September
1, 2021. As of October 31, 2020, there is $5,116 of interest accrued on this
note.
We will require additional funds to fund our budgeted expenses over the next
twelve months. These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares. There is still no assurance that we will be able to
maintain operations at a level sufficient for an investor to obtain a return on
his investment in our common stock. Further, we may continue to be unprofitable.
We need to raise additional funds in the immediate future in order to proceed
with our budgeted expenses.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
Refer to Note 2 of our financial statements contained elsewhere in this Form
10-Q for a summary of our critical accounting policies and recently adopting and
issued accounting standards.
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