NORTHERN MINERALS & EXPLORATION LTD.
|
(Exact name of registrant as specified in its charter)
|
Nevada
|
|
98-0557171
|
(State or other jurisdiction ofincorporation or
organization)
|
|
(IRS EmployerIdentification No.)
|
881 West State Road, Pleasant Grove, UT
|
|
84062
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(801) 885-9260
|
(Registrant’s telephone number, including area
code)
|
1889 FM 2088, Quitman, Texas 75783
|
(Former name, former address and former fiscal year, if changed
since last report)
|
Large
accelerated filer [ ]
Non-accelerated
filer [X]
Emerging
growth company [ ]
|
Accelerated
filer [ ]
Smaller
reporting company [X]
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
Item
16
|
Form
10-K Summary
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years
EndedJuly 31,
|
|
|
2021
|
2020
|
|
|
|
Revenue
|
$-
|
$2,949
|
|
|
|
Operating
expenses:
|
|
|
Officer
compensation
|
26,400
|
6,600
|
Consulting
– related party
|
60,000
|
60,000
|
Consulting
|
8,000
|
12,700
|
Professional
fees
|
49,566
|
53,523
|
Mineral
property expenditures
|
1,000
|
35,669
|
General
and administrative expenses
|
32,944
|
22,384
|
Total operating
expenses
|
177,910
|
190,876
|
Loss from
operations
|
(177,910)
|
(187,927)
|
|
|
|
Other income
(expense):
|
|
|
Interest
expense
|
(93,017)
|
(14,795)
|
Other
income
|
25,000
|
-
|
Gain
on forgiveness of debt
|
38,616
|
-
|
Loss
on impairment of oil rights
|
(28,800)
|
-
|
Gain
on the assignment of property interests
|
-
|
167,705
|
Loss
on conversion of debt
|
(6,857)
|
-
|
Total other
(expense) income
|
(65,058)
|
152,910
|
|
|
|
Loss before
provision for income taxes
|
(242,968)
|
(35,017)
|
Provision for
income taxes
|
-
|
-
|
Net
Loss
|
$(242,968)
|
$(35,017)
|
|
|
|
Net loss per share
from operations, basic and diluted
|
$(0.00)
|
(0.01)
|
|
|
|
Weighted average
number of common shares outstanding, basic and diluted
|
68,102,636
|
58,125,466
|
|
Common
|
Common
Stock
|
Additional
Paid-in
|
Common Stock
To
|
Accumulated
|
|
|
Stock
|
Amount
|
Capital
|
be
Issued
|
Deficit
|
Total
|
Balance, July 31,
2019
|
55,836,819
|
$55,837
|
$2,024,035
|
$44,925
|
$(2,964,073)
|
$(839,276)
|
Common stock
issued
|
1,075,000
|
1,075
|
43,850
|
(44,925)
|
-
|
-
|
Common stock issued
for cash – related party
|
5,500,000
|
5,500
|
74,500
|
-
|
-
|
80,000
|
Common stock issued
for cash
|
666,660
|
667
|
19,333
|
-
|
-
|
20,000
|
Forgiveness of
related party debt
|
-
|
-
|
22,500
|
-
|
-
|
22,500
|
Net loss for the
year ended July 31, 2020
|
-
|
-
|
-
|
-
|
(35,017)
|
(35,017)
|
Balance, July 31,
2020
|
63,078,479
|
63,079
|
2,184,218
|
-
|
(2,999,090)
|
(751,793)
|
Common stock issued
for cash
|
2,667,200
|
2,667
|
77,333
|
-
|
-
|
80,000
|
Common stock issued
for cash – related party
|
3,000,000
|
3,000
|
62,000
|
18,000
|
-
|
83,000
|
Common stock issued
for conversion of debt
|
4,072,659
|
4,073
|
231,465
|
-
|
-
|
235,538
|
Net loss for the
year ended July 31, 2021
|
-
|
-
|
-
|
-
|
(242,968)
|
(242,968)
|
Balance, July 31,
2021
|
72,818,338
|
$72,819
|
$2,555,016
|
$18,000
|
$(3,242,058)
|
$(596,223)
|
|
For the Years
Ended
July
31,
|
|
|
2021
|
2020
|
Cash Flows from
Operating Activities:
|
|
|
Net
loss
|
$(242,968)
|
$(35,017)
|
Adjustments to
reconcile net loss to net cash used in Operating
activities:
|
|
|
Gain
on the assignment of property interests
|
-
|
(167,705)
|
Gain on forgiveness
of debt
|
(38,616)
|
-
|
Loss on conversion
of debt
|
6,857
|
-
|
Loss on disposal of
oil rights
|
28,800
|
-
|
Cost of
borrowing
|
72,631
|
-
|
Changes in
Operating Assets and Liabilities:
|
|
|
Prepaid
expenses
|
-
|
5,000
|
Accounts
receivable
|
1,146
|
(1,146)
|
Other
receivable
|
10,000
|
-
|
Accounts payables
and accrued liabilities
|
(39,345)
|
(22,135)
|
Accounts payable
– related party
|
27,236
|
2,200
|
Accrued
interest
|
12,244
|
14,796
|
Net cash used in
operating activities
|
(168,873)
|
(204,007)
|
|
|
|
Cash Flows used in
Investing Activities:
|
-
|
-
|
|
|
|
Cash Flows from
Financing Activities:
|
|
|
Proceeds from loan
payable
|
5,000
|
89,000
|
Repayment of loan
payable
|
(5,000)
|
-
|
Proceeds from the
sale of common stock
|
163,000
|
100,000
|
Net cash provided
by financing activities
|
163,000
|
189,000
|
|
|
|
Net decrease in
cash
|
(5,873)
|
(15,007)
|
|
|
|
Cash at beginning
of the year
|
6,840
|
21,847
|
Cash at end of the
year
|
$967
|
$6,840
|
|
|
|
Cash paid during
the period for:
|
|
|
Interest
|
$-
|
$-
|
Taxes
|
$-
|
$-
|
|
|
|
Supplemental
disclosure of non-cash activity:
|
|
|
Forgiveness of
related party debt
|
$-
|
$22,500
|
Conversion of
debt
|
$166,580
|
$-
|
|
Number of
Warrants
|
Weighted Average
Exercise Price
|
Weighted Average
Remaining Contract Term
|
Exercisable at July
31, 2019
|
2,365,000
|
$0.15
|
$.65
|
Granted
|
-
|
-
|
-
|
Expired
|
(1,865,000)
|
0.15
|
-
|
Exercised
|
-
|
-
|
-
|
Exercisable at July
31, 2020
|
500,000
|
0.15
|
.27
|
Granted
|
1,911,330
|
.08
|
2
|
Expired
|
(500,000)
|
0.15
|
-
|
Exercised
|
-
|
-
|
-
|
Exercisable at July
31, 2021
|
1,911,330
|
$0.15
|
2
|
|
2021
|
2020
|
Deferred tax asset
attributable to:
|
|
|
Net operating loss
carryover
|
$250,700
|
$964,100
|
Less: valuation
allowance
|
(250,700)
|
(964,100))
|
Net deferred tax
asset
|
$-
|
$-
|
|
●
|
Due to our size and limited resources, we currently do not employ
the appropriate accounting personnel to ensure (a) we maintain
proper segregation of duties, (b) that all transactions are entered
timely and accurately, and (c) we properly account for complex or
unusual transactions
|
|
●
|
Due to our size and limited resources, we have not properly
documented a complete assessment of the effectiveness of the design
and operation of our internal control over financial
reporting.
|
Name
|
|
Age
|
|
Position with the Company
|
|
Date
Appointed
|
Noel
Schaefer
|
|
66
|
|
Chief
Operating Officer, Secretary & Director
|
|
July 6,
2018
|
Victor
Miranda
|
|
38
|
|
Director
|
|
July 6,
2018
|
Ivan Webb
|
|
70
|
|
President & Chief Executive Officer
|
|
July 6, 2018
|
Rachel Boulds
|
|
51
|
|
Chief
Financial Officer
|
|
February 7, 2020
|
|
1.
|
been convicted in a criminal proceeding or been subject to a
pending criminal proceeding (excluding traffic violations and other
minor offences);
|
|
2.
|
had any bankruptcy petition filed by or against the business or
property of the person, or of any partnership, corporation or
business association of which he was a general partner or executive
officer, either at the time of the bankruptcy filing or within two
years prior to that time;
|
|
3.
|
been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction or federal or state authority, permanently or
temporarily enjoining, barring, suspending or otherwise limiting,
his involvement in any type of business, securities, futures,
commodities, investment, banking, savings and loan, or insurance
activities, or to be associated with persons engaged in any such
activity;
|
|
4.
|
been found by a court of competent jurisdiction in a civil action
or by the SEC or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated;
|
|
5.
|
been the subject of, or a party to, any federal or state judicial
or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated (not including any
settlement of a civil proceeding among private litigants), relating
to an alleged violation of any federal or state securities or
commodities law or regulation, any law or regulation respecting
financial institutions or insurance companies including, but not
limited to, a temporary or permanent injunction, order of
disgorgement or restitution, civil money penalty or temporary or
permanent cease-and-desist order, or removal or prohibition order,
or any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
|
|
6.
|
been the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act
(15 U.S.C. 78c(a)(26)), any registered entity (as defined in
Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)),
or any equivalent exchange, association, entity or organization
that has disciplinary authority over its members or persons
associated with a member.
|
|
●
|
our principal executive officer;
|
|
●
|
each of our two most highly compensated executive officers who were
serving as executive officers at the end of the years ended July
31, 2021 and 2020; and
|
SUMMARY COMPENSATION TABLE
|
||||||||||||||||||
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock Awards ($)
|
|
Option Awards ($)
|
|
Non- Equity Incentive Plan Compensa- tion ($)
|
|
Change in Pension Value and Nonqualified Deferred Compensation
Earnings ($)
|
|
All Other Compensa- tion ($)
|
|
Total ($
|
Howard Siegel(1)
President & Director
|
|
2020
|
|
$0
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
$0
|
Noel Schaefer(2)
Chief Operating Officer & Director
|
|
2021
2020
|
|
$60,000
$60,000
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
$60,000
$60,000
|
Victor Miranda (3)
Director
|
|
2021
2020
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
NA
NA
|
Ivan Webb(4)
Chief Executive Officer & Director
|
|
2021
2020
|
|
$0
$0
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
$0
$0
|
Rachel Boulds (5)
Chief Financial Officer
|
|
2021
2020
|
|
$26,400
$8,800
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
N/A
N/A
|
|
$26,400
$8,800
|
(1)
|
Howard Siegel was appointed as a director on April 23, 2014 and
appointed as president, chief financial officer, chief executive
officer and treasurer on April 24, 2014. On July 6, 2018 he
resigned as chief financial officer and chief executive officer and
treasurer. Mr. Siegel died in August 2020.
|
(2)
|
Noel Schaefer was appointed Chief Operating Officer on July 6,
2018.
|
(3)
|
Victor
Miranda was Chief Financial Officer from July 6, 2018 until February 7,
2020.
|
(4)
|
Ivan Webb was appointed Vice President on March 16, 2015 and on
July 6, 2018 was appointed Chief Executive Officer
|
(5)
|
Rachel Boulds was appointed Chief Financial Officer on
February 7, 2020.
|
Name and Address of Beneficial Owner
|
|
Title of Class
|
|
Amount and Nature of Beneficial
Ownership(1)
|
|
Percent of Class(2)
|
|
||
Ivan
Webb, Chief Executive Officer
|
|
Common stock
|
|
90,000
|
|
|
.11
|
%
|
|
Noel
Schaefer, Chief Operating Officer, Secretary &
Director
|
|
Common stock
|
|
2,000,000
|
|
2.8
|
%
|
||
Victor
Miranda, Director
|
|
Common stock
|
|
11,200,000
|
|
13.9
|
%
|
||
Rachel
Boulds, CFO
|
|
Common
stock
|
|
-
|
|
-
|
|
||
All officers and director as a group (4 persons)
|
|
Common stock
|
|
13,290,000
|
|
16.81
|
%
|
||
|
|
|
|
|
|
|
|
||
Labrador
Capital SAPI CV (3)
|
|
|
|
5,000,000
|
|
6.2
|
%
|
||
Starcom
SA DE CV
|
|
Common stock
|
|
|
5,000,000
|
|
|
6.2
|
%
|
All others as a group (3 persons)
|
|
|
|
|
10,000,000
|
|
|
12.6
|
%
|
(1)
|
Beneficial Ownership is determined in accordance with the rules of
the SEC and generally includes voting or investment power with
respect to securities. Each of the beneficial owners listed above
has direct ownership of and sole voting power and investment power
with respect to the shares of our common stock.
|
|
|
(2)
|
A total of 79,218,338 shares
of our common stock are considered to be outstanding pursuant to
SEC Rule 13d-3(d)(1) as of October 10, 2021. For each beneficial
owner above, any options exercisable within 60 days have been
included in the denominator.
|
(3)
|
Victor Miranda is the president of Labrador
Capital SAPI CV which is the holder of 5,000,000 shares of
the Company’s common
stock.
|
|
Year Ended
|
|
|
July 31, 2021
|
July 31, 2020
|
Audit
Fees
|
$43,000
|
$25,000
|
Audit
Related Fees
|
-
|
-
|
Tax
Fees
|
-
|
-
|
All
Other Fees
|
-
|
-
|
Total
|
$43,000
|
$25,000
|
Exhibit Number
|
|
Exhibit Description
|
|
|
|
|
Section 302 Certification under Sarbanes-Oxley Act of
2002.
|
|
|
Section 302 Certification under Sarbanes-Oxley Act of
2002.
|
|
|
Section 906 Certification under Sarbanes-Oxley Act of
2002.
|
|
|
|
|
(101)
|
|
Interactive Data File (Form 10-K for the Year Ended July 31,
2021)
|
101.INS
|
|
Inline XBRL Instance Document
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase
Document.
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase
Document.
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase
Document.
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase
Document.
|
|
NORTHERN MINERALS & EXPLORATION LTD.
|
|
(Registrant)
|
|
|
|
|
Dated:
October 29, 2021
|
/s/
Ivan Webb
|
|
Ivan Webb
|
|
Chief
Executive Officer
|
|
|
|
/s/ Noel Schaefer
|
|
Noel Schaefer
|
|
Chief
Operating Officer & Director
|
|
|
|
/s/ Victor Miranda
|
|
Victor Miranda
|
|
Director
|
|
|
|
/s/ Rachel Boulds
|
|
Rachel Boulds
|
|
Chief
Financial Officer
|
1.
|
I have
reviewed this Annual Report on Form 10-K for the year ended
July 31, 2021 for Northern
Minerals & Exploration Ltd. (the
“registrant”);
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
|
4.
|
The
registrant’s other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;
|
|
b)
|
Designed
such internal controls over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal
control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over
financial reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the
audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal control over financial reporting.
|
|
/s/
Rachel Boulds
|
|
Rachel
Boulds
Chief
Financial Officer
|
1.
|
I have
reviewed this Annual Report on Form 10-K for the year ended
July 31, 2021 for Northern
Minerals & Exploration Ltd. (the
“registrant”);
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
|
4.
|
The
registrant’s other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;
|
|
b)
|
Designed
such internal controls over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal
control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over
financial reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the
audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal control over financial reporting.
|
|
/s/
Ivan Webb
|
|
Ivan
Webb
Chief
Executive Officer
|
|
1.
|
The
annual report containing financial statements to which this
certificate is an exhibit fully complies with the requirements of
Section 13(a) or 15 (d) of the Securities Exchange Act of
1934.
|
|
2.
|
The
information contained in the annual report to which this
certificate is an exhibit fairly presents, in all material
respects, the financial condition and results of operations of the
Corporation.
|
|
|
|
|
|
|
|
|
|
|
|
|||
Date:
October 29, 2021
|
|
|
|
|
|
/s/
Ivan Webb
|
|
|
|
|
|
|
Ivan
Webb
|
|
|
|
|
|
|
Chief
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|||
Date:
October 29, 2021
|
|
|
|
|
|
/s/
Rachel Boulds
|
|
|
|
|
|
|
Rachel
Boulds
|
|
|
|
|
|
|
Chief
Financial Officer
|