UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2012
. TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to _______
Commission File Number 333-167217
NORTH SPRINGS RESOURCES CORP.
(Exact name of registrant as specified in its charter)
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Nevada |
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68-0678790 |
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(State of incorporation) |
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(I.R.S. Employer Identification No.) |
200 S Virginia, 8 th Floor
Reno, NV 89501
(Address of principal executive offices)
Phone: (775) 398-3078
(Registrants telephone number)
with a copy to:
Parsons/Burnett/Bjordahl/Hume, LLP
James B. Parsons
1850 Skyline Tower
10900 NE 4 th Street
Bellevue, WA 98004
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 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 (§232.405 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 .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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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 .
As of March 21, 2012, there were 626,000,000 shares of the registrants $.001 par value common stock issued and outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Quarterly Report of North Springs Resources Corp. (the Company) on Form 10-Q for the quarterly period ended January 31, 2012, filed with the Securities and Exchange Commission on March 22, 2012 (the Form 10-Q), is to update the number of shares of the registrant listed on the cover page of this report and to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
Other than the aforementioned, no other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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ITEM 6.
EXHIBITS
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Exhibit Number |
Description |
Filed |
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3.01 |
Articles of Incorporation |
Filed with the SEC on June 1, 2010 as part of our Registration Statement on Form S-1. |
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3.01(a) |
Amended and Restated Articles of Incorporation |
Filed with the SEC on July 21, 2011 as part of our Current Report on Form 8-K. |
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3.01(b) |
Certificate of Change |
Filed with the SEC on August 15, 2011 as part of our Current Report on Form 8-K. |
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3.02 |
Bylaws |
Filed with the SEC on June 1, 2010 as part of our Registration Statement on Form S-1. |
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10.01 |
Joint Venture Contract and Operating Agreement between the Company and Patriot Financial Group dated April 30, 2010 |
Filed with the SEC on July 29, 2010 as part of our Amended Registration Statement on Form S-1/A. |
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10.02 |
Letter Agreement between the Company and Danil Shpeyzer dated August 18, 2010 |
Filed with the SEC on August 20, 2010 as part of our Amended Registration Statement on Form S-1/A. |
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10.03 |
North Springs Property Exploration and Mining Lease and Option to Purchase Agreement by and among the Company, Mountain Gold Claims, LLC. Series 15, and Lane A. Griffin dated August 2, 2011 |
Filed with the SEC on August 9, 2011 as part of our Current Report on Form 8-K. |
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10.04 |
Promissory Note to Kazuo Holdings, Inc. dated August 1, 2011 |
Filed with the SEC on August 15, 2011 as part of our Current Report on Form 8-K. |
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10.05 |
Promissory Note to Kazuo Holdings, Inc. dated September 7, 2011 |
Filed with the SEC on September 13, 2011 as part of our Current Report on Form 8-K. |
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10.06 |
Executive Employment Agreement between North Springs Resources Corp. and Harry Lappa dated November 22, 2011 |
Filed with the SEC on November 23, 2011 as part of our Current Report on Form 8-K. |
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10.07 |
Promissory Note to Kazuo Holdings, Inc. dated December 2, 2011 |
Filed with the SEC on December 7, 2011 as part of our Current Report on Form 8-K. |
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31.01 |
Certification of Principal Executive Officer Pursuant to Rule 13a-14 |
Filed herewith. |
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31.02 |
Certification of Principal Financial Officer Pursuant to Rule 13a-14 |
Filed herewith. |
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32.01 |
CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act |
Filed herewith. |
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101.INS* |
XBRL Instance Document |
Filed herewith. |
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101.SCH* |
XBRL Taxonomy Extension Schema Document |
Filed herewith. |
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101.CAL* |
XBRL Taxonomy Extension Calculation Linkbase Document |
Filed herewith. |
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101.LAB* |
XBRL Taxonomy Extension Labels Linkbase Document |
Filed herewith. |
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101.PRE* |
XBRL Taxonomy Extension Presentation Linkbase Document |
Filed herewith. |
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101.DEF* |
XBRL Taxonomy Extension Definition Linkbase Document |
Filed herewith. |
*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NORTH SPRINGS RESOURCES CORP. |
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Dated: March 26, 2012 |
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/s/ Harry Lappa |
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Harry Lappa |
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Its: Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer |
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In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
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Dated: March 26, 2012 |
/s/ Harry Lappa |
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By: Harry Lappa Its: Director |
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Exhibit 31.01
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14
I, Harry Lappa, certify that:
1.
I have reviewed this Amended Quarterly Report on Form 10-Q/A of North Springs Resources Corp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5.
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: March 26, 2012
/s/ Harry Lappa
By: Harry Lappa
Its: Principal Executive Officer
Exhibit 31.02
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14
I, Harry Lappa, certify that:
1.
I have reviewed this Amended Quarterly Report on Form 10-Q/A of North Springs Resources Corp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5.
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: March 26, 2012
/s/ Harry Lappa
By: Harry Lappa
Its: Principal Financial Officer
Exhibit 32.01
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amended Quarterly Report of North Springs Resources Corp. (the Company) on Form 10-Q/A for the period ending January 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Harry Lappa, Chief Executive Officer and Chief Financial Officer , certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Harry Lappa
By: Harry Lappa
Chief Executive Officer and Chief Financial Officer
Dated: March 26, 2012
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.