UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

December 2, 2019

Date of Report (Date of earliest event reported)

 

North Springs Resources Corp.

(Exact Name of Registrant as Specified in Its Charter)

 

 

NEVADA   333-167217   68-0678790
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
         

11705 Boyette Road, Suite
Riverview, FL 33569

(Address of Principal Executive Offices) (Zip Code)

(813) 699-4098

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class Trading Symbol Name of Each Exchange
on Which Registered
Preferred – Common NSRS OTC

 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Medical Cannabis Inc., a private company (MCI); MCI with 3 subsidiaries

 

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Under the terms of the Agreement, the company acquired 88% of all the products. The company has agreed to pay the purchase price of $500,000 over a period of 1.5 years. The Agreement is attached hereto as Exhibit 1.01 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On June 24, 2019 the company stock issued to Mr. Pulver for back salaries; Mr. Pulver has agreed and return 150,000,000 of his shares back to treasury.

Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

If the registrant or any of its majority-owned subsidiaries has completed the acquisition or disposition of a significant amount of assets, otherwise than in the ordinary course of business, disclose the following information:

 

(a) the date of completion of the transaction; March 10, 2019

 

(b) a brief description of the assets involved; Medical Marijuana grow equipment Med

 

(c) the identity of the person(s) from whom the assets were acquired or to whom they were sold and the nature of any material relationship, other than in respect of the transaction, between such person(s) and the registrant or any of its affiliates, or any director or Officer of the registrant, or any associate of any such director or officcer; Medical Cannabis Inc., shareholder

 

(d) the nature and amount of consideration given or received for the assets and, if any material relationship is disclosed pursuant to paragraph (c) of this Item 2.01, the formula or principle followed in determining the amount of such consideration; 1,000,000 shares of Common shares of stock

 

(e) if the transaction being reported is an acquisition and if a material relationship exists between the registrant or any of its affiliates and the source(s) of the funds used in the acquisition, the identity of the source(s) of the funds unless all or any part of the consideration used is a loan made in the ordinary course of business by a bank as defined by Section 3(a)(6) of the Act, in which case the identity of such bank may be omitted provided the registrant: None 

 

(1) has made a request for confidentiality pursuant to Section 13(d)(1)(B) of the Act; and

 

(2) states in the report that the identity of the bank has been so omitted and filed separately with the Commission; and

 

(f) if the registrant was a shell company, other than a business combination related shell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately before the transaction, the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act reflecting all classes of the registrant’s securities subject to the reporting requirements of Section 13 (15 U.S.C. 78m) or Section 15(d) (15 U.S.C. 78o(d)) of such Act upon consummation of the transaction. Notwithstanding General Instruction B.3. to Form 8-K, if any disclosure required by this Item 2.01(f) is previously reported, as that term is defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), the registrant may identify the filing in which that disclosure is included instead of including that disclosure in this report. No was no

 

2 

 

Item 2.02 Results of Operations and Financial Condition.

 

On June 19, 2019, North Springs Resources Corp., (the “Company”) issued a press release announcing company structure bringing the company current with all SEC, OTC and FINRA Requirements and are filing the Disclosure Statement and financials for the last Quarter; NSRS is negotiating with private companies in the Cannabis industry looking for beverage, cosmetics, vitamin, and medicinal companies to merge and or joint venture with positive companies. Company also posted on OTC Markets financial and disclosure with the results for the last 2018 quarters and full year ended August 31, 2019. Copy of the release can be found on our website…Exhibit: A (www.nsrsg.com)

 

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit (A) attached hereto, shall not be deemed “filed” for purposes of Section 18 of the United States Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the United States Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Section 3 - Securities and Trading Markets

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

(a) If the registrant has received notice from the national securities exchange or national securities association (or a facility thereof) that maintains the principal listing for any class of the registrant’s common equity (as defined in Exchange Act Rule 12b-2 (17 CFR 240.12b-2))

 

The company has NOT.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

No shares have been sold to date

 

Item 3.03 Material Modification to Rights of Security Holders.

 

As of Oct 2019 150,000,000 have been return to Treasury.

 

7.01 Regulation FD Disclosure.

 

The response to Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 8.01 Other Events.

 

The company is entering into several stock purchase Agreements

 

3 

 

 

Item 9.01 Financial Statements and Exhibits

 

(b) Exhibits

 

Attached hereto as Exhibits: (as posted on OTC Markets)

 

Exhibit  
99.1 08/07/2019 Attorney Letter with Respect to Current Information - Legal Opinion Regarding - CURRENT information through Aug, 2019
99.2 08/06/2019 Annual Report - Annual Report & DS for Period Ending 4/30/2019
99.3 07/22/2019 Quarterly Report - Quarterly Report & DS for Period Ending 7/31/2019

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NORTH SPRINGS RESOURCES CORP.
   
   
Date:  December 9, 2019 By: /s/ J Douglas Pulver  
  Name:  J Douglas Pulver
  Title: CEO/CFO

 

4 

Exhibit 99.1

 

 

 

July 22, 2019

OTC Markets Group, Inc.

304 Hudson Street, 3rd Floor
New York, NY 10013

 

RE: North Springs Resources Corporation (the "Issuer")

 

Dear Sir or Madam:

I represent North Springs Resources Corporation (Symbol: NSRS)), a Nevada corporation (the "Issuer") as its legal counsel. My client has requested that I render a legal opinion as to whether there is adequate current information available on the OTC Disclosure and News Service for the Issuer and related matters relative to its Annual Report for the periods ended April 30, 2018, its Quarterly Reports for the Quarters ended July 31, 2018, October 31, 2018 and January 31, 2019 and its Annual Report for the period ended April 30, 2019. I am not a employee of the Issuer and I have received no shares of the Issuer's stock in payment for my services. Further, I have no agreement in place to receive future shares of the Issuer's stock in payment for services and I do not own, directly or beneficially, any shares of the Issuer's securities.

This opinion is meant to apply to the laws of the United States.

I am a resident of the United States and licensed to practice in the state courts of Oregon and Washington and am also admitted to practice in the U.S. District Court for the District of Oregon and in the U.S. Tax Court. I am also permitted to practice before the Securities and Exchange Commission ("SEC"), and have not been prohibited from practice thereunder. I am not now nor have I ever been suspended or barred from practicing in any state or jurisdiction nor have I ever been charged in a civil or criminal case.

This opinion does not rely on the work of other counsel.

I have examined the corporate records, documents and such questions of law that I consider necessary or appropriate for purposes of rendering this Opinion Letter. In my review I have met with the Board of Directors and management of the Issuer and have relied upon the representations of management and officers whom I believe to be reliable sources. I have reviewed the Issuer's corporate records including the following:

· Annual Report for the year ended April 30, 2018 (posted July 22, 2019)
· Quarterly Report for the period ended July 31, 2018 (posted July 22, 2019)
· Quarterly Report for the period ended October 31, 2018 (posted July 22, 2018)
· Quarterly Report for the period ended January 31, 2019 (posted July 22, 2019)
· Annual Report for the year ended April 30, 2019 (posted July 22, 2019)

 

OTC Markets Group, Inc. - p.2 July 22, 2019
RE: North Springs Resources Corporation (the "Issuer")

In my review I have relied upon the representations of management and officers of the Issuer and on publicly available information regarding the Issuer including financial statements listed above.

I have personally spoken with James Pulver, who is the CEO/CFO and the sole member of the Board of Directors of the Issuer, and all of the information I requested as a basis for this opinion has been provided to me and I believe the sources of information reviewed are reliable. In addition, I have reviewed the definition of current information set forth in SEC Rule 144(c)(2) under the Act ("Other Public Information") as well as the relevant provisions of Rule 15c2-11 of the Securities Exchange Act of 1934 (the "Exchange Act"), and the OTC Markets Group's Guidelines for Providing Adequate Current Information. In my opinion, the information provided:

 

(A)       constitutes "adequate public information" concerning the Securities and the Issuer and "is available' within the meaning of Rule 144(c)(2) of the Act;

 

(B)       includes all of the information that a broker-dealer would be required to obtain from the issuer to publish a quotation for the Securities under Rule 15c2-11 under the Exchange Act;

 

(C)       complies as to form with the OTC Markets Group's Guidelines for Providing Adequate Current Information, which is located at:

 

www.otcmarkets.com

 

and

 

(D)       has been posted through the OTC Disclosure and News Service.

The Issuer represents that it is not now nor has it ever been a "shell" corporation as defined in Rules 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934. My research of public filings supports this statement.

All of the financial statements for the Issuer for the periods covered by this opinion are the ultimate responsibility of James Pulver. These financial statements have been prepared by me. The financial statements for these periods were prepared by me and reviewed by Mr. Pulver. In addition to being an attorney with over 30 of practicing experience, I have also been a practicing CPA licensed in the state of Oregon for nearly 40 years working with a wide variety of tax and accounting clients in all manner of situations.

 

These financial statements have not been audited or presented as such.

The transfer agent for the Issuer is Action Stock Transfer Corporation, 24693 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84121. The transfer agent is registered with the SEC. I have requested and obtained a copy of the shareholders' list provided to me by management and have confirmed that the number of shares issued is consistent with the corporate records of the Issuer. I have reviewed the disclosure documents currently published on otcmarkets.com for this Issuer, and have personally reviewed the information, as amended, published by the Issuer on OTC Markets News Service, and have discussed the information with management.

 

OTC Markets Group, Inc. - p.3 July 22, 2019
RE: North Springs Resources Corporation (the "Issuer")

Caveat Emptor:

The Issuer has been given the Caveat Emptor designation. Accordingly, the following information is provided:

James D. Pulver is the CEO, CFO, secretary and the only member of the Board of Directors of the Issuer. Mr. Pulver's business address is 11705 Boyette Road, Suite 437, Riverview, Florida 33569. Mr. Pulver owns 258,002,500 common shares of the Issuer, which is equivalent to 75% of the outstanding common shares. Mr. Pulver also owns 10,000,000 preferred series A shares of the Issuer, which is equivalent to 99% of the outstanding preferred shares. No other party owns 5% or more of any class of the Issuer's outstanding stock.

Mr. Pulver received his shares as follows:

On November 2, 2015 Mr. Pulver received 57,950,000 common shares of the Issuer as compensation for his past service as CEO, CFO, Secretary and Chairman of the Board of Directors.

On November 17, 2015 Mr. Pulver purchased 52,500 common shares from Harry Lappa, former CEO of the Company, in a private transaction.

On August 31, 2016 Mr. Pulver received 200,000,000 common shares of the Issuer as compensation for his past service as CEO, CFO, Secretary and Chairman of the Board of Directors.

On November 17, 2015 Mr. Pulver received the first of two installments of 5,000,000 series A preferred shares as compensation for his services to that time as CEO, CFO, Secretary and chairman of the Board of Directors. On April 26, 2016 Mr. Pulver received the second 5,000,000 series A preferred share installment referenced above.

All of the shares issued to Mr. Pulver, both common and preferred, contained a legend stating that the securities have not been registered under the Securities Act and setting forth or referring to restrictions on transferability and sale of the securities.

All of the Disclosure Reports reviewed here were prepared by Mr. Pulver with assistance from me, Vic Devlaeminck. My business address is 10013 N.E. Hazel Dell Avenue, Suite 317, Vancouver, WA 98685. In addition to being an attorney with over 30 of practicing experience, I have also been a practicing CPA licensed in the state of Oregon for nearly 40 years working with a wide variety of tax and accounting clients in all manner of situations. I have neither received nor been promised any securities of the Issuer as compensation for my services. 'I do not own, either directly or beneficially, any shares of any class of the Issuer.

No other party participated in any manner in the preparation of these Disclosure Reports.

 

OTC Markets Group, Inc. - p.4 July 22, 2019
RE: North Springs Resources Corporation (the "Issuer")

I have made specific inquiry of Mr. Pulver and, based upon such inquiries and other information available to me, any sales of the Issuer's securities by insiders within the twelve month period prior to this opinion have been made in compliance with Rule 144, including, without limitation, any required filings of Form 144, and nothing has come to my attention indicating that any of the insiders is in possession of any material non-public information regarding the Issuer or the securities that would prohibit any of them from buying or selling the securities under Rules 10b-5 or 105-1 under the Exchange Act. In point of fact, no actual sales by insiders occurred during this period.

I have confirmed with management that management is not aware of any promotional activity concerning the Issuer's stock within the previous two years. Further, I have confirmed with management that management is not aware of any investigation of the Issuer or of any beneficial owner, officer, director or legal counsel of the Issuer by any federal or state regulatory authority, including the SEC. After a review of documents as set forth above, and consultation with management, it is my opinion that the information presently being provided by the Issuer to OTC Markets Disclosure and News Service in the Financial Reports and Disclosure Information constitutes adequate current public information concerning the Issuer within the meaning of Rule 144(c)(2) of the Act.

OTC Markets, Inc., is entitled and authorized to rely upon this letter in determining whether the Issuer has made adequate information publicly available within the meaning of Rule 144(c)(2) under the Securities Act of 1933. No person other than OTC Markets, Inc., is entitled to rely on this letter, but full permission is granted to OTC Markets, Inc., to publish this letter through the OTC Disclosure and News Service for viewing by the public and regulators.

Sincerely,

 

 

 

Vic Devlaeminck

Attorney for North Springs Resources Corporation
VD/wp

Exhibit 99.2

 

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

NORTH SPRINGS RESOURCES CORPORATION

A Nevada Corporation

11705 Boyette Road, Suite 437, Riverview, FL 33569

Northspringsresourcescorp.com

info@northspringsresourcescorp.com

SIC Code 0001492168

 

Annual Report

For the Period Ending: April 30, 2019

(the “Reporting Period”)

 

As of April 30, 2019, the number of shares outstanding of our Common Stock was:

 

359,016,563

 

As of January 31, 2019, the number of shares outstanding of our Common Stock was:

 

359,016,563

 

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

 

No

 

Indicate by check mark whether the company’s shell status has changed since the previous reporting period:

 

No:

 

Indicate by check mark whether a Change in Control[1] of the company has occurred over this reporting period:

 

No:

 

_______________

[1] “Change in Control” shall mean any events resulting in:

 

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;

 

(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

 

(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

 

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

1 

 

 

1)       Name of the issuer and its predecessors (if any)

 

In answering this item, please also provide any names used by predecessor entities in the past five years and the dates of the name changes:

 

The Company was incorporated as AURUM RESOURCES CORP., in the state of Nevada on May 22, 2009.

The Company changed its name to NORTH SPRINGS RESOURCES CORPORATION on June 21, 2011;

 

Date and state (or jurisdiction) of incorporation (also describe any changes to incorporation since inception, if applicable) Please also include the issuer’s current standing in its state of incorporation (e.g. active, default, inactive):

 

The Company was incorporated in the State of Nevada on May 22, 2009. Since that time there have been no changes to its incorporation status and it is currently active and in good standing with the Nevada Secretary of State.

 

Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years?

 

No

 

2)       Security Information

 

Trading symbol: NSRS
Exact title and class of securities outstanding: Common Stock
CUSIP: 09173Y107
Par or stated value: $0.001
   
Total shares authorized: 750,000,000 as of April 30, 2019
Total shares outstanding: 359,016,563 as of April 30, 2019    
Number of shares in the Public Float[2]:  79,962,563 as of April 30\ 2019
Total number of shareholders of record:  246 as of April 30, 2019
   
Additional class of securities (if any):  
   
Trading symbol: NA
Exact title and class of securities outstanding: Convertible Series A Preferred Stock
CUSIP: NA
Par or stated value: $0.001
Total shares authorized: 50,000,000 as of April 30, 2019
Total shares outstanding: 10,100,000 as of April 30, 2019
   
Trading symbol: NA
   
Transfer Agent  
   
Name: Action Stock Transfer, Corporation
Phone: 1-801-274-1088
Email: info@actionstocktransfer.com

 

_______________

[2] “Public Float” shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “control person”), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

2 

 

 

Is the Transfer Agent registered under the Exchange Act?[3]

 

Yes

 

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors:

 

None

 

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: acquisitions are described in the financial statements.

 

None in the last 12 months.

 

3)       Issuance History

 

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent interim period.

 

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services. Using the tabular format below, please describe these events.

 

A. Changes to the Number of Outstanding Shares

 

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods:

 

Number of Shares outstanding as of May 1, 2016

Opening Balance:

Common:

70,081,563

Preferred:

A- 10,100,000

 

*Right-click the rows below and select “Insert” to add rows as needed.

Date of Transaction Transaction type (e.g. new issuance, cancellation, shares returned to treasury) Number of Shares Issued (or cancelled) Class of Securities Value of shares issued ($/per share) at Issuance Were the shares issued at a discount to market price at the time of issuance? (Yes/No) Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed). Reason for share issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable)   Restricted or Unrestricted as of this filing? Exemption or Registration Type?
5/24/16 New issuance 1,000,000 common $0.0001 No Robert Druzak debt conversion Unrestricted 144
6/1716 New issuance 100,000 Preferred A $0.0001 No Jeff Gilfillan past compensation restricted 144

_______________

[3] To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

3 

 

 

7/13/16 Cancellation (1,000,000) common 0.001 No Robert Druzak correction of erroneous issuance    
8/31/16 New issuance 200,000,000 common $0.0001 No J. Pulver compensation: professional services Restricted 144
9/6/16 New issuance 13,490,500 common $0.001 No Anthony Papa debt conversion unrestricted 4(a)1
9/6/16 New issuance 13,477,000 common $0.001 No Island Capital
(Rob Keith)
debt conversion unrestricted 4(a)1
9/15/16 New issuance 13,477,000 common $0.001 No Island Capital
(Rob Keith)
debt conversion unrestricted 4(a)1
9/16/16 New issuance 13,490,500 common $0.001 No J. Stein debt conversion unrestricted 4(a)1
10/5/16 New issuance 5,000,000 common $0.001 No Thomas Collins debt conversion unrestricted 4(a)1
10/18/17 New issuance 15,000,000 common $0.001 No Francia. Lopez debt conversion Unrestricted 144
Shares Outstanding on April 30, 2019

Ending Balance:

Common:

359,016,563

Preferred:

A – 10,100,000

 

 

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2018, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2016 through September 30, 2018 pursuant to the tabular format above.

 

Use the space below to provide any additional details, including footnotes to the table above:

 

 

 

Debt Securities, Including Promissory and Convertible Notes

 

Use the chart and additional space below to list and describe any issuance of promissory notes, convertible notes or convertible debentures in the past two completed fiscal years and any subsequent interim period.

 

Check this box if there are no outstanding promissory, convertible notes or debt arrangements:

 

Date of Note Issuance Outstanding Balance ($) Principal Amount at Issuance ($) Interest Accrued ($) Maturity Date Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares) Name of Noteholder Reason for Issuance (e.g. Loan, Services, etc.)
          No issuances past two years.    

 

Use the space below to provide any additional details, including footnotes to the table above:

 

4 

 

 

4)       Financial Statements

 

A. The following financial statements were prepared in accordance with:

 

U.S. GAAP

 

B. The financial statements for this reporting period were prepared by (name of individual)[4]:

 

Name: Vic Devlaeminck
Title:      Accountant
Relationship to Issuer: No relationship to issuer other than as outside contracted accountant and outside contracted legal counsel.

 

Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.

 

C. Balance sheet;
D. Statement of income;
E. Statement of cash flows;
F. Financial notes; and
G. Audit letter, if audited

 

You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. (“Annual Report,” “Quarterly Report” or “Interim Report”).

 

If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to OTCIQ in the field below.

 

Financial Statements are provided starting on page 10

 

Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.

 

_______________

[4] The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.

5 

 

 

5)       Issuer’s Business, Products and Services

 

The purpose of this section is to provide a clear description of the issuer’s current operations. In answering this item, please include the following:

 

A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)

 

The Company operations are primarily exploratory and developmental at this time as it is focused on the acquisition and development of various products and services in the mineral resource and pharmaceutical and medical technology industries. The Company expects to take advantage of the extensive experience of consultants in these industries as well as its own management expertise to develop these opportunities.

 

B. Describe any subsidiaries, parents, or affiliated companies, if applicable, and a description of their business contact information for the business, officers, directors, managers or control persons. Subsidiary information may be included by reference

 

The Company has 4 subsidiaries, affiliated companies at this time.

 

C. Describe the issuers’ principal products or services, and their markets

 

The Company is focused on the evaluation, acquisition, exploration and development of mineral resource properties. The Company has also begun developing ties with a cutting-edge manufacturing group that specializes in healthy vitamin and energy sprays with a delivery system that is convenient and easy to use for those who have swallowing issues. The Company is continuing to explore its options within the pharmaceutical and medical technology industries. The market for these services and products is worldwide.

 

6)       Issuer’s Facilities

 

The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer.

 

In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership.

 

The administrative offices include 600 square feet of office space and all utilities. The Company’s office space is leased to the Company at approximately $600 per month.

 

If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.

 

The lease for the 3,500 square foot facility is at $1,350 per month through September, 2021.

 

6 

 

 

7)       Officers, Directors, and Control Persons

 

The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders.

 

Using the tabular format below, please provide information regarding any person or entity owning 5% of more of the issuer, as well as any officer, and any director of the company, regardless of the number of shares they own. If any listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information of an individual representing the corporation or entity in the note section.

 

Name of Officer/Director and Control Person Affiliation with Company (e.g. Officer/Director/Owner of more than 5%) Residential Address (City / State Only) Number of shares owned  Share type/class Ownership Percentage of Class Outstanding Note
J Douglas Pulver CEO/Director Riverview, FL 258,002,500 common
10,000 Series A preferred
common 75%
99%
 

 

8) Legal/Disciplinary History

 

A. Please identify whether any of the persons listed above have, in the past 10 years, been the subject of:

 

1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

No

 

2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;

 

No

 

3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or
No

 

4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities.

 

No

 

B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.

 

None

 

7 

 

 

9)        Third Party Providers

 

Please provide the name, address, telephone number and email address of each of the following outside providers:

 

Securities Counsel

 

Name: Vic Devlaeminck PC
Address 1: 10013 N.E. Hazel Dell Avenue, Suite 317
Address 2: Vancouver, WA 98685
Phone:  
Email: vic@vicdevlaeminck.com

 

Accountant or Auditor

 

Name: None
Vic Devlaeminck  
Address 1: 10013 N.E. Hazel Dell Avenue, Suite 317
Address 2: Vancouver, WA 98685
Phone:  
Email: vic@vicdevlaeminck.com

 

Investor Relations Consultant

 

Name:

Firm:

Address 1:

Address 2:

Phone:

Email:

 

Other Service Providers

 

Provide the name of any other service provider(s), including, counsel, advisor(s) or consultant(s) that assisted, advised, prepared or provided information with respect to this disclosure statement, or provided assistance or services to the issuer during the reporting period.

 

Name:

Firm:

Nature of Services:

Address 1:

Address 2:

Phone:

Email:

 

8 

 

 

10)       Issuer Certification

 

Principal Executive Officer:

 

The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities).

 

The certifications shall follow the format below:

 

I, J Douglas Pulver certify that:

 

1. I have reviewed this Annual disclosure statement of NORTH SPRINGS RESOURCES CORPORATION;

 

2. Based on my knowledge, this disclosure statement 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 disclosure statement; and

 

3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

 

[08/06/2019]

/s/ J Douglas Pulver]

(Digital Signatures should appear as “/s/ [OFFICER NAME]”)

 

 

 

 

Principal Financial Officer:

 

I, J Douglas Pulver, certify that:

 

1. I have reviewed this Annual disclosure statement of NORTH SPRINGS RESOURCES CORPORATION;

 

2. Based on my knowledge, this disclosure statement 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 disclosure statement; and

 

3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

 

[08/06/2019]

/s/ J Douglas Pulver]

(Digital Signatures should appear as “/s/ [OFFICER NAME]”)

 

9 

 

 

NORTH SPRINGS RESOURCES CORP.
Balance Sheet
For the Periods Ended April 30, 2019 & April 30, 2018
Unaudited

 

    April 30,     April 30,  
    2019     2018  
ASSETS                
Current Assets                
Cash on hand, in bank   $ 600     $ 780  
Prepaid expenses   $ 9,225     $ 12,300  
Total current assets     9,825       13,080  
Property, plant & equipment     1,381       1,381  
Other Assets     20,512       20,512  
Total assets   $ 31,718     $ 34,973  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY                
LIABILITIES                
Current Liabilities                
Trade accounts payable     795,607       758,263  
Total current liabilities     795,607       758,263  
Long-term Liabilities                
Notes payable - related parties     23,255       23,255  
Notes payable     106,000       100,000  
Total long-term liabilities     129,255       123,255  
Total liabilities     924,862       881,518  
                 
STOCKHOLDERS' EQUITY                
Common stock, par value $.001; 750,000,000 authorized; 344,016,563 issued and outstanding at 4/30/17 and 359,016,563 at 4/30/18     359,017       359,017  
Preferred Series A stock, par value $.001;50,0100,000 authorized; 10,100,000 issued and outstanding at 4/30/17 and at 4/30/18     10,100       10,100  
Additional paid in capital     313,079       313,079  
Accumulated deficit     (1,528,741 )     (2,086,740 )
Current earnings     (46,599 )     557,999  
Total Stockholders' equity     (893,144 )     (846,545 )
Total Liabilities and Stockholders' Equity   $ 31,718     $ 34,973  

 

See accountants' report and notes to financial statements

 

10 

 

 

 

NORTH SPRINGS RESOURCES CORP.
Statement of Income and
Retained Earnings (Deficit) For the Twelve Months Ended
April 30, 2019 & April 30, 2018
Unaudited

 

    Twelve Months Ended  
    April 30,     April 30,  
    2019     2018  
             
Revenue   $     $  
                 
Total Revenue            
                 
Cost of Goods Sold            
Production expense            
Total Cost of Goods Sold            
Gross Profit            
                 
Operating Expenses                
Consultant fees            
General and Administrative     7,419       13,200  
Licenses and permits           9,776  
Dues & subscriptions     2,580       4,000  
Rent     23,400       5,850  
Management fees           3,075  
Legal & professional     6,000       20,500  
Salaries & wages           30,000  
Website, communications     1,200       500  
Total Expenses     40,599       86,901  
                 
Net earnings (loss) from operations     (40,599 )     (86,901 )
                 
Non-operating expenses                
Interest/amortization expense     6,000        
Extraordinary gain: debt settlement     644,900          
                 
Total net earnings (loss)     (46,599 )     557,999  
                 
Retained earnings (Deficit);                
Beginning of period     (1,528,741 )     (2,086,740 )
                 
End of Period   $ (1,575,340 )   $ (1,528,741 )

 

 

See accountants report and notes to financials

11 

 

 

NORTH SPRINGS RESOURCES CORP.
Statement of Cash Flow s
For the Twelve Months Ended
April 30, 2019 & April 30, 2018
Unaudited

 

    April 30,     April 30,  
    2019     2018  
             
OPERATING ACTIVITIES                
                 
Net Income (Loss)   $ (46,599 )   $ 557,999  
                 
Adjustments to reconcile net Income (Loss) to net cash provided by operations                
Decrease (increase) in prepaid expenses     3,075       3,075  
Decrease (increase) in accounts payable     37,344       68,536  
Decrease (increase) in notes payable     6,000       (644,900 )
Decrease (increase) in accrued expenses            
Net cash provided by operating activities     (180 )     (15,290 )
                 
Investing Activities                
Decrease in Prop,, Plant & Equip.            
Investment in intellectual prop.            
Net cash provided by investment activity            
                 
Financing Activities                
Proceeds from officer loan            
Issuance of common stock           15,000  
Increase in notes payable            
Net cash from financing activity           15,000  
                 
Net cash increase for period     (180 )     (290 )
                 
Cash at beginning of period     780       1,070  
                 
Cash at end of period     600       780  

 

See accountants report and notes to financial statements

12 

 

 

NORTH SPRINGS RESOURCES CORP.

APRIL 30, 2019

NOTES TO FINANCIAL STATEMENTS

 

 

NOTE 1- NATURE OF OPERATIONS

 

Nature of Operations

The Company was incorporated in the state of Nevada on May 22, 2009 under the name Aurum Resources Corp. The Company changed its name to North Springs Resources Corp., on June 21, 2011. The Company is focused on the evaluation, acquisition and development of products and businesses in the mineral resource, pharmaceutical and medical technology industries.

 

 

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

These financial statements are presented in United States dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America.

 

The Company’s fiscal year ends on April 30.

 

 

NOTE 3-STOCKHOLDERS’ EQUITY

 

The company’s capitalization is 750,000,000 common shares with a par value of $.001 per share and 50,000,000 preferred shares with a par value of $0.001.

 

 

NOTE 4 – LONG-TERM DEBT

 

The Company has a long-term note payable of $100,000 owed to David Raciek for past compensation executed on September 21, 2014.

 

An internal audit during this period has determined that an item previously listed as a note payable on the balance sheet in the amount of $23,255 was mislabeled and is not a note payable but is actually an account payable. These financial statements have thus been corrected to reflect the proper classification for this item..

 

13 

 

 

 

Exhibit 99.3

 

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

 

NORTH SPRINGS RESOURCES CORPORATION

A Nevada Corporation

 

11705 Boyette Road, Suite 437, Riverview, FL 33569

 

Northspringsresourcescorp.com

 

info@northspringsresourcescorp.com

 

SIC Code 0001492168

 

Quarterly Report

For the Period Ending: July 31, 2019

(the “Reporting Period”)

 

As of July 31, 2019, the number of shares outstanding of our Common Stock was:

 

359,016,563

 

As of April 30, 2019, the number of shares outstanding of our Common Stock was:

 

359,016,563

 

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

 

No

 

Indicate by check mark whether the company’s shell status has changed since the previous reporting period:

 

No:

 

Indicate by check mark whether a Change in Control[1] of the company has occurred over this reporting period:

 

No:

 

__________________

[1] “Change in Control” shall mean any events resulting in:

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;

(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

1 

 

1)       Name of the issuer and its predecessors (if any)

 

In answering this item, please also provide any names used by predecessor entities in the past five years and the dates of the name changes:

 

The Company was incorporated as AURUM RESOURCES CORP., in the state of Nevada on May 22, 2009.

The Company changed its name to NORTH SPRINGS RESOURCES CORPORATION on June 21, 2011;

 

Date and state (or jurisdiction) of incorporation (also describe any changes to incorporation since inception, if applicable) Please also include the issuer’s current standing in its state of incorporation (e.g. active, default, inactive):

 

The Company was incorporated in the State of Nevada on May 22, 2009. Since that time there have been no changes to its incorporation status and it is currently active and in good standing with the Nevada Secretary of State.

 

Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years?

 

No

 

2)       Security Information

 

Trading symbol: NSRS
Exact title and class of securities outstanding: Common Stock
CUSIP: 09173Y107
Par or stated value: $0.001
   
Total shares authorized: 750,000,000 as of July 31, 2019
Total shares outstanding: 359,016,563 as of July 31, 2019
Number of shares in the Public Float[2]: 79,962,563 as of July 31, 2019
Total number of shareholders of record: 246 as of July 31, 2019
   
Additional class of securities (if any):  
   
Trading symbol: NA
Exact title and class of securities outstanding: Convertible Series A Preferred Stock
CUSIP: NA
Par or stated value: $0.001
Total shares authorized: 50,000,000 as of July 31, 2019
Total shares outstanding: 10,100,000 as of July 31, 2019
   
Trading symbol: NA
   
Transfer Agent  
   
Name: Action Stock Transfer, Corporation
Phone: 1-801-274-1088
Email: info@actionstocktransfer.com

 

__________________

[2] “Public Float” shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “control person”), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

2 

 

 

Is the Transfer Agent registered under the Exchange Act?[3]

 

Yes

 

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors:

 

None

 

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: acquisitions are described in the financial statements.

 

None in the last 12 months.

 

3)       Issuance History

 

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent interim period.

 

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services. Using the tabular format below, please describe these events.

 

__________________

[3] To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

 

3 

 

A.       Changes to the Number of Outstanding Shares

 

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods:

 

Number of Shares outstanding as of May 1, 2017

Opening Balance:

Common:

344,016,563

Preferred:

A- 10,100,000

 
Date of Transaction Transaction type (e.g. new issuance, cancellation, shares returned to treasury) Number of Shares Issued (or cancelled) Class of Securities Value of shares issued ($/per share) at Issuance Were the shares issued at a discount to market price at the time of issuance? (Yes/No) Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed). Reason for share issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable)   Restricted or Unrestricted as of this filing? Exemption or Registration Type?
10/18/17 New issuance 15,000,000 common $0.001 No Francia. Lopez debt conversion Unrestricted 144
Shares Outstanding on July 31, 2019

Ending Balance:

Common:

359,016,563

Preferred:

A – 10,100,000

 

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2018, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2016 through September 30, 2018 pursuant to the tabular format above.

 

Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe any issuance of promissory notes, convertible notes or convertible debentures in the past two completed fiscal years and any subsequent interim period.

 

Check this box if there are no outstanding promissory, convertible notes or debt arrangements:

 

Date of Note Issuance Outstanding Balance ($) Principal Amount at Issuance ($) Interest Accrued ($) Maturity Date Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares) Name of Noteholder Reason for Issuance (e.g. Loan, Services, etc.)
          No issuances past two years.    

 

4 

 

4)       Financial Statements

 

A. The following financial statements were prepared in accordance with:

 

U.S. GAAP

 

B. The financial statements for this reporting period were prepared by (name of individual)[4]:

 

Name: Vic Devlaeminck
Title:      Accountant
Relationship to Issuer: No relationship to issuer other than as outside contracted accountant and outside contracted legal counsel.

 

Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal

years and any subsequent interim periods.

 

C. Balance sheet;
D. Statement of income;
E. Statement of cash flows;
F. Financial notes; and
G. Audit letter, if audited

 

You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. (“Annual Report,” “Quarterly Report” or “Interim Report”).

 

If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to OTCIQ in the field below.

 

Financial Statements are provided starting on page 9

 

Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.

 

5)       Issuer’s Business, Products and Services

 

The purpose of this section is to provide a clear description of the issuer’s current operations. In answering this item, please include the following:

 

A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)

 

The Company operations are primarily exploratory and developmental at this time as it is focused on the acquisition and development of various products and services in the mineral resource and pharmaceutical and medical technology industries. The Company expects to take advantage of the extensive experience of consultants in these industries as well as its own management expertise to develop these opportunities.

 

__________________

[4] The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.

5 

 

 

B. Describe any subsidiaries, parents, or affiliated companies, if applicable, and a description of their business contact information for the business, officers, directors, managers or control persons. Subsidiary information may be included by reference

 

The Company has no subsidiaries, parents or affiliated companies at this time.

 

C. Describe the issuers’ principal products or services, and their markets

 

The Company is focused on the evaluation, acquisition, exploration and development of mineral resource properties. The Company has also begun developing ties with a cutting-edge manufacturing group that specializes in healthy vitamin and energy sprays with a delivery system that is convenient and easy to use for those who have swallowing issues. The Company is continuing to explore its options within the pharmaceutical and medical technology industries. The market for these services and products is worldwide.

 

6)        Issuer’s Facilities

 

The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer.

 

In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership.

 

The administrative offices include 600 square feet of office space and all utilities. The Company’s office space is leased to the Company at approximately $600 per month.

 

If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.

 

The lease for the 3,500 square foot facility is at $1,000 per month through September, 2021.

 

7)       Officers, Directors, and Control Persons

 

The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders.

 

Using the tabular format below, please provide information regarding any person or entity owning 5% of more of the issuer, as well as any officer, and any director of the company, regardless of the number of shares they own. If any listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information of an individual representing the corporation or entity in the note section.

 

Name of Officer/Director and Control Person Affiliation with Company
(e.g. Officer/Director/Owner of more than 5%)
Residential Address (City / State Only) Number of shares owned  Share type/class Ownership Percentage of Class Outstanding Note
J Douglas Pulver CEO/Director Riverview, FL 258,002,500 common
10,000 Series A preferred
common 75%
99%
 

 

6 

 

8) Legal/Disciplinary History

 

A. Please identify whether any of the persons listed above have, in the past 10 years, been the subject of:

 

1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

No

 

2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;

 

No

 

3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or

 

No

 

4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities.

 

No

 

B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.

 

None

 

9) Third Party Providers

 

Please provide the name, address, telephone number and email address of each of the following outside providers:

 

Securities Counsel

 

Name: Vic Devlaeminck PC
Address 1: 10013 N.E. Hazel Dell Avenue, Suite 317
Address 2: Vancouver, WA 98685
Phone:  
Email: vic@vicdevlaeminck.com

 

Accountant or Auditor

 

Name: None
Vic Devlaeminck  
Address 1: 10013 N.E. Hazel Dell Avenue, Suite 317
Address 2: Vancouver, WA 98685
Phone:  
Email: vic@vicdevlaeminck.com

 

7 

 

Investor Relations Consultant

 

Name:

Firm:

Address 1:

Address 2:

Phone:

Email:

 

Other Service Providers

 

Provide the name of any other service provider(s), including, counsel, advisor(s ) or consultant(s) that assisted, advised, prepared or provided information with respect to this disclosure statement, or provided assistance or services to the issuer during the reporting period.

 

Name:

Firm:

Nature of Services:

Address 1:

Address 2:

Phone:

Email:

 

 

8 

 

 

NORTH SPRINGS RESOURCES CORP.
Balance Sheet
For the Periods Ended July 31, 2019 & April 30, 2019
Unaudited

    July 31,     April 30,  
    2019     2019  
ASSETS                
Current Assets                
Cash on hand, in bank   $ 560     $ 600  
Prepaid expenses   $ 9,225     $ 9,225  
Total current assets     9,785       9,825  
Property, plant & equipment     1,381       1,381  
Other Assets     20,512       20,512  
Total assets   $ 31,678     $ 31,718  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY                
LIABILITIES                
Current Liabilities                
Trade accounts payable     833,322       818,862  
Total current liabilities     833,322       818,862  
Long-term Liabilities                
Notes payable - other            
Notes payable     107,500       106,000  
Total long-term liabilities     107,500       123,255  
Total liabilities     940,822       881,518  
STOCKHOLDERS' EQUITY                
Common stock, par value $.001; 750,000,000 authorized; 359,016,563 issued and outstanding at 7/31/19 & 4/30/19     359,017       359,017  
Preferred Series A stock, par value $.001; 50,0100,000 authorized; 10,100,000 issued and outstanding at 7/31/19 & 4/30/19     10,100       10,100  
Additional paid in capital     313,079       313,079  
Accumulated deficit     (1,575,340 )     (1,528,741 )
Current earnings     (16,000 )     (46,599 )
Total Stockholders' equity     (909,144 )     (846,545 )
Total Liabilities and Stockholders' Equity   $ 31,678     $ 34,973  

 

See accountants' report and notes to financial statements

9 

 

NORTH SPRINGS RESOURCES CORP.
Statement of Income and
Retained Earnings (Deficit)
For the Three Months Ended
July 31, 2019 & July 31, 2018
Unaudited

    Three Months Ended  
    July 31,     July 31,  
    2019     2018  
Revenue   $     $  
Total Revenue            
Cost of Goods Sold            
Production expense            
Total Cost of Goods Sold            
Gross Profit            
Operating Expenses                
Consultant fees              
General and Administrative     2,600       1,086  
Licenses and permits            
Dues & subscriptions     5,600       645  
Rent     4,800       5,850  
Management fees            
Legal & professional     1,500       1,500  
Salaries & wages            
Interest/amortization expense     1,500       1,500  
Website, communications           300  
Total Expenses     16,000       10,881  
Net earnings (loss) from operations     (16,000 )     (10,881 )
Total net earnings (loss)     (16,000 )     (10,881 )
Retained earnings (Deficit);                
Beginning of period     (1,539,622 )     (1,528,741 )
End of Period   $ (1,555,622 )   $ (1,539,622 )

 

See accountants report and notes to financials

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NORTH SPRINGS RESOURCES CORP.
Statement of Cash Flows
For the Three Months Ended
July 31, 2019 & July 31, 2018
Unaudited

    July 31,
2019
    July 31,
2018
 
OPERATING ACTIVITIES                
Net Income (Loss)   $ (16,000 )   $ (10,881 )
Adjustments to reconcile net                
Income (Loss) to net cash provided by operations                
Decrease (increase) in prepaid expenses            
Decrease (increase) in accounts payable     14,460       9,336  
Decrease (increase) in notes payable     1,500       1,500  
Decrease (increase) in accrued expenses            
Net cash provided by operating activities     (40 )     (45 )
Investing Activities                
Decrease in Prop,, Plant & Equip.            
Investment in intellectual prop.            
Net cash provided by investment activity            
Financing Activities                
Proceeds from officer loan            
Issuance of common stock            
Increase in notes payable            
Net cash from financing activity            
Net cash increase for period     (40 )     (45 )
Cash at beginning of period     600       780  
Cash at end of period     560       735  

See accountants report and notes to financial statements

 

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NORTH SPRINGS RESOURCES CORP.

JULY 31, 2019

NOTES TO FINANCIAL STATEMENTS

 

 

NOTE 1- NATURE OF OPERATIONS

 

Nature of Operations

The Company was incorporated in the state of Nevada on May 22, 2009 under the name Aurum Resources Corp. The Company changed its name to North Springs Resources Corp., on June 21, 2011. The Company is focused on the evaluation, acquisition and development of products and businesses in the mineral resource, pharmaceutical and medical technology industries.

 

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

These financial statements are presented in United States dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America.

 

The Company’s fiscal year ends on April 30.

 

NOTE 3-STOCKHOLDERS’ EQUITY

 

The company’s capitalization is 750,000,000 common shares with a par value of $.001 per share and 50,000,000 preferred shares with a par value of $0.001.

 

NOTE 4 – LONG-TERM DEBT

 

The Company has a long-term note payable of $100,000 owed to David Raciek for past compensation executed on September 21, 2014.

 

 

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10)       Issuer Certification

 

Principal Executive Officer:

 

The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities).

 

The certifications shall follow the format below:

 

I, J Douglas Pulver certify that:

 

1. I have reviewed this Quarterly disclosure statement of NORTH SPRINGS RESOURCES CORPORATION;

 

2. Based on my knowledge, this disclosure statement 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 disclosure statement; and

 

3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

 

      [11/22/2019]

/s/ J Douglas Pulver]

(Digital Signatures should appear as “/s/ [OFFICER NAME]”)

 

Principal Financial Officer:

 

I, J Douglas Pulver, certify that:

 

1. I have reviewed this Quarterly disclosure statement of NORTH SPRINGS RESOURCES CORPORATION;

 

2. Based on my knowledge, this disclosure statement 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 disclosure statement; and

 

3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

 

      [11/22/2019]

/s/ J Douglas Pulver]

(Digital Signatures should appear as “/s/ [OFFICER NAME]”)

 

 

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