NORTH SPRINGS RESOURCES CORP. (Form: S-8, Received: 05/31/2012 15:21:01)

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

FORM S-8
Registration Statement
under The Securities Act of 1933

NORTH SPRINGS RESOURCES CORP.
(Exact name of registrant as specified in charter.)


Nevada		67-0678790
(State of other jurisdiction or organization)		(I.R.S. Employer of incorporation Identification Number)

200 S. Virginia Resources Corp
8 ^th Floor
Reno, NV 89501
(775) 3698-3078
(Address and telephone of executive offices, including zip code.)

NORTH SPRINGS RESOURCES
2012 STOCK INCENTIVE PLAN FOR ELMPLOYEES AND CONSULTANTS
and
MANAGEMENT AND CONSULTANT AGREEMENTS
(Full Title of Plan)

Copies of all communications, including all communications sent to the agent for service,
should be sent to:

Parsons/Burnett/Bjordahl/Hume, LLP

1850 Skyline Tower

10900 NE 4 ^th Street

Bellevue, WA 98004

(425) 451-8036

(425) 451-8568 (fax)

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.

Large Accelerated Filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ] (do not check if a smaller reporting company)

Smaller reporting company

[X]

CALCULATION OF REGISTRATION FEE


Title of Securities To Be Registered	Amount To Be Registered ⁽¹⁾	Proposed Maximum Offering price Per Share ⁽³⁾	Proposed Maximum Aggregate Offering Price	Amount o Registration Fee

Common Stock $0.001 Par Value	1,000,000 ⁽¹⁾	$0.036	$36,000	$4.13

Common Stock $0.001 Par Value	5,000,000 ⁽²⁾	$0.036	$180,000	$20.63

Total	6,000,000		$216,000	$24.75

(1)

Represents 1,000,000 shares of Common Stock to be issued to employees and consultants as compensation for services rendered pursuant to consulting agreements.

(2)

Represents an aggregate 5,000,000 shares that may be issued under, or shares issuable upon conversion options issuable under, The North Springs Resources Corp. 2012 Employee Stock Incentive Plan,

(3)

Estimated solely for the purpose of determining the amount of the registration fee and based, in accordance with Rules 457(c) and 457(h) of the General Rules, upon the average of the high and low sale prices of the Common Stock as reported on May 17, 2012.

EXPLANATORY NOTE

This registration statement on Form S-8 is being filed by North Springs Resources Corp. (the “Company”) to register an aggregate of 6,000,000 shares of common stock under the Company’s 2012 Stock Incentive Plan for Employees and Consultants (the “Plan”) and various amounts of shares issued in consideration of services rendered pursuant to Consulting Agreements approved by the Board of Directors.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

Plan Information

The documents containing the information specified in Item 1 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

This Prospectus is part of a Registration Statement which registers an aggregate 6,000,000 shares of $.001 par value, common stock of Company, of which 1,000,000 may be issued as set forth herein to the following named persons:


Name		Number of Shares
James. B. Parsons		1,000,000

The remaining 5,000,000 shares are issuable as either shares of stock or options to purchase shares of common stock of the Company.

On May 17, 2012, an Agreement was entered into with James B. Parsons (referred to as the “Advisor”) pursuant to a consulting agreement ( the “Consulting Agreement”) for legal services. Company has been advised by Advisor that he may sell all or a portion of his shares of common stock from time to time through securities brokers/dealers only at current market prices and that no commissions or compensation will be paid in connection therewith in excess of customary brokers’ commissions. Advisor and the brokers and dealers through whom sales of the shares are made may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, (the "Securities Act"), and any profits realized by him on the sale of the shares may be considered to be underwriting compensation.

No other person is authorized to give any information or make any representation not contained or incorporated by reference in this Prospectus, in connection with the offer contained in this Prospectus, and, if given or made, such other information or

representation must not be relied upon as having been authorized by the Company. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof.

===============================================================

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

===============================================================

This Prospectus does not constitute an offer to sell or the solicitation of any offer to buy any security other than the securities covered by this Prospectus, nor does it constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation.

Item 2. Registrant Information and Employee Plan Annual Information

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered by eligible employees, non-employee directors and consultants, pursuant to Rule 428(b) are available without charge by contacting:

Harry Lappa, CEO

North Springs Resources Corp.

200 S. Virginia, 8 ^th Floor

Reno, NV 89501

(775) 398-3078

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission (the "Commission") by North Springs Resources Corp., a Nevada corporation (the "Company"), are incorporated herein by reference:

(a)

The Company's latest Annual Report on Form 10-K for the year ended April 30, 2011, as filed with the Securities and Exchange Commission on August 3, 2011;

(b)

The reports of the Company filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the fiscal year ended April 30, 2011;

(c)

The description of the Company's common stock contained in its Form S-1 filed June 2, 2010, (File No. 333-167217), including any amendments or report filed for the purpose of updating such description.

All other documents filed by the Company after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

We will furnish to each person to whom this Prospectus is delivered, upon written or oral request, a copy of any or all of the documents referred to by reference. Requests should be addressed to: Harry Lappa, North Springs Resources Corp., 200 S. Virginia, 8 ^th Floor, Reno, NV 89501.

The public may read and copy any materials we file with the Securities and Exchange Commission at the SEC’s Public Reference Room located at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling 1-(800)-SEC-0330. The Commission maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding us and other registrants that file electronically with the Commission.

Item 4. Description of Securities:

Not Applicable

Item 5. Interests of Named Experts and Counsel:

None

Item 6. Indemnification for Directors and Officers:

Section 78.7502 of the Nevada Corporate Law provides, in part, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Similar indemnity is authorized for such persons against expenses (including attorneys’ fees) actually and reasonably incurred in defense or settlement of any threatened, pending or completed action or suit by or in the right of the corporation, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct. Where an officer or a director is successful on the merits or otherwise in the defense of any action referred to above, we must indemnify him against the expenses which such offer or director actually or reasonably incurred. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities

and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed:

Not Applicable

1tem 8. Exhibits:

The exhibits to this Registration Statement are listed in the index to Exhibits on Page 7.

Item 9. Undertakings:

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this Registration Statement;

(iii)

To include any additional or changed material information on the plan of distribution; provided, however, that paragraph 1(I) and 1(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)

That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered hereunder that remain unsold at the termination of the offering.

(b)

The undersigned company hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of

the company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities and Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the above-described provisions or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement thereto to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Reno, State of Nevada, on the 17 ^th day of May, 2012.

NORTH SPRINGS RESOURCES CORP.

/s/ Harry Lappa

Harry Lappa

CEO, CFO, Secretary, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer

and Principal Accounting Officer)

Dated: May 17, 2012

Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities and on the date(s) indicated.


Signature	Title	Date

*/s/ Harry Lappa*	CEO, CFO, Secretary, Treasurer, Director	May 17, 2012
Harry Lappa	CEO, CFO, Secretary, Treasurer, Director	May 17, 2012

The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Reno, State of Nevada, on May 17, 2012.

NORTH SPRINGS RESOURCES CORP., 2012 STOCK INCENTIVE PLAN FOR EMPLOYEES AND CONSULTANTS

/s/ Harry Lappa

Harry Lappa, CEO, CFO, Director

INDEX TO EXHIBITS


Exhibit No.	Description
4.1	James B. Parsons Consulting Agreement
5.1	Opinion of Counsel, regarding the legality of the securities registered hereunder.
10.1	Compensation Plan for Employees and Consultants
23.1	Consent of Independent Auditors
23.2	Consent of Counsel (Included as part of Exhibit 5.1)

May 16, 2012

Mr. Harry Lappa

North Springs Resources Corp.

200 S Virginia, 8 ^th Floor

Reno, NV 89501

Dear Mr. Lappa,

The purpose of this letter agreement is to confirm the appointment of James B. Parsons ("Advisor") by the Board of Directors (“Board”) to act as legal advisor to North Springs Resources Corp., a Nevada corporation (“North Springs”) in connection with Company issues relating to SEC filing requirements, corporate documents, merger documents and other matters as may relate to corporate legal concerns. The Board also confirms that the Advisor is being retained hereunder by and solely for the benefit of the Board of North Springs and not by any third parties, including the Company's shareholders. In connection with our engagement the Advisor will provide the following services:

(a) will provide advice to the Board, from time to time as it may request, on matters relating to corporate legal matters;

(b) if requested by the Board, Advisor will assist the Board with the following:

(i) an evaluation of the company legal status; and

(ii) directed work as appropriate for the further development of appropriate legal structures as related to acquisitions and joint ventures; and

(iii) Advisor will provide such other legal advice to the Board directly related to industry standards and structures as described above and as may reasonably be requested by Board.

1. You and the Board further acknowledge that you and the Board, respectively, will use your best efforts to ensure that all information concerning the Company will be provided to me, directly or indirectly, orally or in writing, by you or your respective agents and advisors will be accurate and complete in all material respects and will not be misleading in any material respect.

2. In connection with the performance of legal advisory services hereunder, Advisor will keep confidential and will use only for the purpose of performing the services described herein all information, whether written or oral, acquired from the Board and the Company in connection with our work hereunder, except: (i) information which was available to the public prior to the engagement or which thereafter becomes available to the public other than through a breach by parties of obligations hereunder; (ii) information which was known to Advisor prior to

North Springs - Parsons Agreement - 1

the engagement; and (iii) information which Advisor is required to disclose by law (including applicable securities law requirements) or in connection with legal process or legal or regulatory proceedings. Advisor’s obligation under this section will survive the completion of this engagement.

3. The Company will provide to Advisor current drafts and final copies, as soon as they become available, of all disclosure documents filed or to be filed by or on behalf of the Company. However, the Advisor will have no responsibility for the form or content of the documentation and the description of our services undertaken pursuant to the terms of this engagement letter. Advisor will be entitled at any time to withdraw, amend or supplement any opinion in the event that Advisor reasonably concludes that there has been a material change in the factors upon which any such opinion is based and that, accordingly, there has been a material change following the dates thereof.

4. In consideration for our services hereunder, the Company will pay the Advisor one million Shares (1,000,000) of North Springs stock.

5. The Company agrees to indemnify and hold the Advisor to the full extent permitted by law, harmless from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind (collectively, "Losses"), to which an Indemnified Party may become subject by reason of the performance of professional services rendered hereunder.

6. If Advisor is requested to perform services in addition to those described above, the terms and conditions relating to such services will be outlined in a separate letter agreement and the fees for such services will be negotiated separately and in good faith and will be consistent with fees paid for similar services.

7. The term of this agreement will be for a period beginning as of the date of your acceptance of this Agreement and ending on April 30, 2013.

8. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada.

9. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provisions of this Agreement.

10. The Agreement resulting from acceptance of this letter agreement constitutes the entire agreement between the parties with respect to the services described herein and supersedes any prior agreements or understandings made between the parties with respect thereto. No modification or amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by the parties hereto.

If the foregoing correctly reflects the basis upon which the Company agrees to retain the Advisor, please sign and return one copy of this Agreement to us.

North Springs - Parsons Agreement - 2

North Springs Resources Corp.,

Advisor:

/s/ Harry Lappa

/s/ James B. Parsons

Harry Lappa, CEO

James B. Parsons

North Springs - Parsons Agreement - 3

PARSONS/BURNETT/BJORDAHL/HUME LLP

_________________________________

ATTORNEYS

James B. Parsons

jparsons@pblaw.biz

May 31, 2012

Board of Directors

North Springs Resources Corp.

To Whom it May Concern:

In my capacity as counsel for North Springs Resources Corp. (“NSRS”), I have participated in the corporate proceedings relative to the authorization and issuance by the Company of a maximum of 6,000,000 shares of common stock as set out and described in the Company’s Registration Statement on Form S-8 under the Securities Act of 1933 (the “Registration Statement”). Shares authorized under the S-8 Registration Statement include a maximum of 5,000,000 shares of common stock pursuant to the 2011 Compensation Plan for Employees, Officers, Directors and Consultants, and a maximum of 1,000,000 shares of common stock pursuant to the Consulting Agreement. I have also participated in the preparation and filing of the Registration Statement.

Based upon the foregoing and upon my examination of originals (or copies certified to our satisfaction) of such corporate records of the Company and other documents as I have deemed necessary as a basis for the opinions hereinafter expressed, and assuming the accuracy and completeness of all information supplied me by the Company, having regard for the legal considerations which I deem relevant, I opine that:

The Company is a corporation duly organized and validly existing under the laws of the State of Nevada;

The Company has taken all requisite corporate action and all action required by the laws of the State of Nevada with respect to the authorization, issuance and sale of common stock to be issued pursuant to the Registration Statement;

The maximum of 6,000,000 shares of common stock, when issued and distributed pursuant to the Registration Statement, will be validly issued, fully paid and nonassessable.

I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to my firm in the Registration Statement.

Suite 1850 Skyline Tower, 10900 NE 4 ^th Street, Bellevue, WA 98004 Ÿ T (425) 451-8036 Ÿ F (425) 451-8568 Ÿ www.pblaw.biz

_________________________________________________________________

A Limited Liability Partnership with offices in Bellevue and Spokane

Very truly y ours,

PARSONS/BURNETT/BJORDAHL/HUME, LLP

/s/ James B. Parsons

James B. Parsons

JBP/aqs

NORTH SPRINGS RESOURCES CORP.

2012 Stock Incentive Plan For Employees And Consultants

Definitions: As used herein, the following definitions shall apply:

(a)

" Board of Directors " shall mean the Board of Directors of the Corporation.

(b)

" Committee " shall mean the Compensation Committee designated by the Board of Directors of the Corporation, or such other committee as shall be specified by the Board of Directors to perform the functions and duties of the Committee under the Plan; provided, however, that, the Committee shall comply with the requirements of ( i ) Rule 16b-3 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended (the " Exchange Act "), and ( ii ) Section 162(m) of the Internal Revenue Code of 1986, as amended (the " Code "), and the regulations thereunder.

(c)

" Corporation " shall mean North Springs Resources Corp., a Nevada corporation, or any successor thereof.

(d)

" Discretion " shall mean in the sole discretion of the Committee, with no requirement whatsoever that the Committee follow past practices, act in a manner consistent with past practices, or treat an employee or consultant in a manner consistent with the treatment afforded other employees or consultants with respect to the Plan.

(e)

" Participant " shall mean any individual designated by the Committee under Paragraph 6 for participation in the Plan.

(f)

" Plan " shall mean this North Springs Resources Corp. 2012 Stock Incentive Plan for Employees and Consultants, as amended.

(g)

" Subsidiary " shall mean any corporation or similar entity in which the Corporation owns, directly or indirectly, stock or other equity interest (" Stock ") possessing more than 25% of the combined voting power of all classes of Stock; provided, however, that an Incentive Option may be granted to an employee of a Subsidiary only if the Subsidiary is a corporation and the Corporation owns, directly or indirectly, 50% or more of the total combined voting power of all classes of Stock of the Subsidiary.

(h)

" Incentive Option " shall mean an option to purchase Common Stock of the Corporation which meets the requirements set forth in the Plan and also meets the definition of an incentive stock option within the meaning of

North Springs Resources Corp. 2012 Stock Incentive Plan For Employees And Consultants - 1

Section 422 of the Code. The stock option agreement for an Incentive Option shall state that the option is intended to be an Incentive Option.

(i)

" Nonqualified Option " shall mean an option to purchase Common Stock of the Corporation which meets the requirements set forth in the Plan but does not meet the definition of an incentive stock option within the meaning of Section 422 of the Code. The stock option agreement for a Nonqualified Option shall state that the option is intended to be a Nonqualified Option.

Purpose of Plan: The purpose of the Plan is to provide employees and consultants of the Corporation and its Subsidiaries with an increased incentive to make significant and extraordinary contributions to the long-term performance and growth of the Corporation and its Subsidiaries, to join the interests of employees and consultants with the interests of the shareholders of the Corporation, and to facilitate attracting and retaining employees and consultants of exceptional ability.

Administration: The Plan shall be administered by the Committee. Subject to the provisions of the Plan, the Committee shall determine, from those eligible to be Participants under the Plan, the persons to be granted stock or stock options, the amount of stock or options to be granted to each such person, and the terms and conditions of any grant. Subject to the provisions of the Plan, the Committee is authorized to interpret the Plan, to make, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the Plan's administration. Interpretation and construction of any provision of the Plan by the Committee shall, unless otherwise determined by the Board of Directors of the Corporation, be final and conclusive. A majority of the Committee shall constitute a quorum, and the acts approved by a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee, shall be the acts of the Committee.

Indemnification of Committee Members: In addition to such other rights of indemnification as they may have, the members of the Committee shall be indemnified by the Corporation in connection with any claim, action, suit or proceeding relating to any action taken or failure to act under or in connection with the Plan or any stock or option granted hereunder to the full extent permitted by applicable law or provided for under the Corporation's Articles of Incorporation or Bylaws with respect to indemnification of directors of the Corporation.

Maximum Number of Shares Subject to Plan: The maximum number of shares and/or stock options which may be granted under the Plan shall be 5,000,000 shares in the aggregate of Common Stock of the Corporation.

The number of shares subject to each outstanding stock option shall be subject to such adjustment as the Committee, in its Discretion, deems appropriate to reflect such events as stock dividends, stock splits, recapitalizations, mergers, consolidations or reorganizations of or by the Corporation; provided, however, that no

North Springs Resources Corp. 2012 Stock Incentive Plan For Employees And Consultants - 2

fractional shares shall be issued pursuant to the Plan, no rights may be granted under the Plan with respect to fractional shares, and any fractional shares resulting from such adjustments shall be eliminated from any outstanding stock option.

Participants : The Committee shall determine and designate from time to time, in its Discretion, those employees and consultants of the Corporation or any Subsidiary to receive stock or options that, in the judgment of the Committee, are or will become responsible for the direction and financial success of the Corporation or any Subsidiary.

Written Agreement: Each stock or option award shall be evidenced by a written agreement (each a "Corporation-Participant Agreement ") containing such provisions as may be approved by the Committee. Each such Corporation-Participant Agreement shall constitute a binding contract between the Corporation and the Participant and every Participant, upon acceptance of such Agreement, shall be bound by the terms and restrictions of the Plan and of such Agreement. The terms of each such Corporation-Participant Agreement shall be in accordance with the Plan, but each Corporation- Participant Agreement may include such additional provisions and restrictions determined by the Committee, in its Discretion, provided that such additional provisions and restrictions are not inconsistent with the terms of the Plan.

Allotment of Shares: The Committee shall determine and fix, in its Discretion, the number of shares of Common Stock or options to purchase shares of Common Stock with respect to which a Participant may be granted.

Stock Option Price: The Committee, in its Discretion, shall establish the price per share for which the shares covered by the option may be purchased. Unless set at a different price, the price of each option shall be $.10

10.

Stock Price: The initial and standard price per share of common stock to be issued directly shall be the Fair Market Value per share, but may be changed in each case by the Board, or its designee, from time to time. If the share price is changed, the Board, or its designee, shall determine the share price no later than the date of the issuance of the shares and at such other times as the Board, or its designee, deems necessary. The Board shall have absolute final discretion to determine the price of the common stock under the Plan. In the absence of such specific determination, the share price will be the Fair Market Value per share. "Fair Market Value" shall mean, if there is an established market for the Company's Common Stock on a stock exchange, in an over-the-counter market or otherwise, the Closing Bid Price of the Company's stock for the trading day which is the valuation date, provided that the Board may, in its discretion provide an alternative definition for Fair Market Value in the instrument granting the right. Unless otherwise specified by the Board at the time of grant (or in the formula applicable to such grant), the valuation date for purposes of determining the stock price shall be the date of grant. The Board may specify that, instead of the date of grant, the valuation date shall be a valuation period of up to ninety (90) days prior to the date of grant, and Fair Market Value for purposes of such grant shall be the average over the

North Springs Resources Corp. 2012 Stock Incentive Plan For Employees And Consultants - 3

valuation period of the mean of the highest and lowest quoted selling prices on each date on which sales were made in the valuation period. If there is no established market for the Company's Common Stock, or if there were no sales during the applicable valuation period, the determination of Fair Market Value shall be established by the Board in its sole discretion, considering the criteria set forth in Treas. Reg. Section 20.2031-2 or successor regulations.

11.

Payment of Stock Option Price: To exercise in whole or in part any stock option granted hereunder, payment of the option price in full in cash or, with the consent of the Committee, in Common Stock of the Corporation or by a promissory note payable to the order of the Corporation in a form acceptable to the Committee, shall be made by the Participant for all shares so purchased. Such payment may, with the consent of the Committee, also consist of a cash down payment and delivery of such promissory note in the amount of the unpaid exercise price. In the Discretion of and subject to such conditions as may be established by the Committee, payment of the option price may also be made by the Corporation retaining from the shares to be delivered upon exercise of the stock option that number of shares having a fair market value on the date of exercise equal to the option price of the number of shares with respect to which the Participant exercises the stock option. Such payment may also be made in such other manner as the Committee determines is appropriate, in its Discretion. No Participant shall have any of the rights of a shareholder of the Corporation under any stock option until the actual issuance of shares to said Participant, and prior to such issuance no adjustment shall be made for dividends, distributions or other rights in respect of such shares, except as provided in Paragraph 5.

11.

Granting and Exercising of Stock Options: Subject to the provisions of this Paragraph 11, each stock option granted hereunder shall be exercisable at any such time or times or in any such installments as may be determined by the Committee at the time of the grant. If the Common Stock of the Corporation is publicly traded and if a Participant who is granted a stock option is a person who is regularly required to report his or her ownership and changes in ownership of Common Stock of the Corporation to the Securities and Exchange Commission and is subject to short-swing profit liability under the provisions of Section 16(b) of the Exchange Act, then any election to exercise as well as any actual exercise of such Participant's stock option shall be made only during the period beginning on the third business day and ending on the twelfth business day following the release for publication by the Corporation of quarterly or annual summary statements of sales and earnings. Notwithstanding anything contained in the Plan to the contrary, if the Common Stock of the Corporation is publicly traded, stock options shall always be granted and exercised in such a manner as to conform to the provisions of Rule 16b-3(e), or any replacement rule, adopted pursuant to the provisions of the Exchange Act.

A Participant may exercise a stock option, if then exercisable, in whole or in part by delivery to the Corporation of written notice of the exercise, in such form as the Committee may prescribe, accompanied, in the case of a stock option, by (i) payment for the shares with respect to which the stock option is exercised in accordance with

North Springs Resources Corp. 2012 Stock Incentive Plan For Employees And Consultants - 4

Paragraph 11, or (ii) in the Discretion of the Committee, irrevocable instructions to a stock broker to promptly deliver to the Corporation full payment for the shares with respect to which the stock option is exercised from the proceeds of the stock broker's sale of or loan against the shares. Except as provided in Paragraph 15, stock options may be exercised only while the Participant is an employee or consultant of the Corporation or a Subsidiary.

Successive stock options may be granted to the same Participant, whether or not the stock option(s) previously granted to such Participant remain unexercised. A Participant may exercise a stock option, if then exercisable, notwithstanding those stock options previously granted to such Participant remain unexercised.

12.

Non-transferability of Stock Options: No stock option granted under the Plan to a Participant shall be transferable by such Participant otherwise than by will or by the laws of descent and distribution, and stock options shall be exercisable, during the lifetime of the Participant, only by the Participant.

13.

Term of Stock: If not sooner terminated, each stock option granted hereunder shall expire not more than five (5) years from the date of the granting thereof.

14.

Reclassification, Consolidation Or Merger: If and to the extent that the number of issued shares of common stock of the Company shall be increased or reduced by change in par value, split-up reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to direct issuance held by a person and the price per share shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the person shall be entitled to receive direct issuance covering shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions.

15.

Non-transferability of Stock Rights: No stock right granted under the Plan to a Participant shall be transferable by such Participant otherwise than by will or by the laws of descent and distribution. However, any stock issued shall be freely transferable after issuance.

16.

Continuation of Employment: The Committee may require, in its Discretion, that any Participant under the Plan to whom a stock or option shall be granted shall agree in writing as a condition of the granting of such stock or option award to remain in the employ or to remain as a consultant of the Corporation or a Subsidiary for a designed minimum period from the date of the granting of such stock or option award as shall be fixed by the Committee.

17.

Rights to Continued Employment: Nothing contained in the Plan or in any stock or option granted or awarded pursuant to the Plan, nor any action taken by the Committee hereunder, shall confer upon any Participant any right with respect to continuation of employment or consultancy by the Corporation or a Subsidiary nor

North Springs Resources Corp. 2012 Stock Incentive Plan For Employees And Consultants - 5

interfere in any way with the right of the Corporation or a Subsidiary to terminate such person's employment or consultancy at any time.

18.

Effectiveness of Plan: The Plan shall be effective on the date the Board of Directors of the Corporation adopts the Plan.

19.

Termination, Duration and Amendments of Plan: The Plan may be abandoned or terminated at any time by the Board of Directors of the Corporation. Unless sooner terminated, the Plan shall terminate on the date ten years after its adoption by the Board of Directors, and no stock or option may be granted or awarded thereafter. The termination of the Plan shall not affect the validity of any stock or option grant outstanding on the date of termination.

For the purpose of conforming to any changes in applicable law or governmental regulations, or for any other lawful purpose, the Board of Directors shall have the right, with or without approval of the shareholders of the Corporation, to amend or revise the terms of the Plan at any time; provided, however, that no such amendment or revision shall (i) without approval or ratification of the shareholders of the Corporation (A) increase the maximum number of shares in the aggregate which are subject to the Plan (subject, however, to the provisions of Paragraph 5), (B) increase the maximum number of shares for which any Participant may be granted stock or option under the Plan (except as contemplated by Paragraph 5), (C) change the class of persons eligible to be Participants under the Plan, or (D) materially increase the benefits accruing to Participants under the Plan, or (ii) without the consent of the holder thereof, change the stock price (except as contemplated by Paragraph 5) or alter or impair any stock which shall have been previously granted or awarded under the Plan.

BOARD OF DIRECTORS:

/s/ Harry Lappa

Harry Lappa

North Springs Resources Corp. 2012 Stock Incentive Plan For Employees And Consultants - 6

PLS CPA, A Professional Corp.

t 4725 Mercury Street #210 t SAN DIEGO t CALIFORNIA 92111 t

t TELEPHONE (858)722-5953 t FAX (858) 858-433-2979 t FAX (858) 764-5480

t E-MAIL changgpark@plscpas.com t

May 31, 2012

To Whom It May Concern:

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of North Springs Resources Corp. our report dated August 3, 2011 relating to the financial statements, which appears in North Springs Resources Corp.'s Form 10-K for the year ended April 30, 2011.

Very truly yours,

/s/ PLS CPA

____________________________

PLS CPA, A Professional Corp.

San Diego CA 92111

Registered with the Public Company Accounting Oversight Board