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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 31, 2023

 

or

 

☐    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________ to ___________

 

Commission File Number 333-146934

 

NORTHERN MINERALS & EXPLORATION LTD.

(Exact name of registrant as specified in its charter)

 

Nevada

 

98-0557171

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer
Identification 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)

 
 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒       No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ☒        No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer ☐

Non-accelerated filer ☒

Emerging growth company ☒

Accelerated filer ☐

Smaller reporting 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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐   No  ☒

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 90,059,357 common shares issued and December 7, 2023.

 

 
 
 

 

 

NORTHERN MINERALS & EXPLORATION LTD.

 

FORM 10-Q

 

For the Period ended October 31, 2023

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

3
   

Item 1.   

Financial Statements3
   

Item 2.   

Management's Discussion and Analysis of Financial Condition and Results of Operations11
   

Item 3.   

Quantitative and Qualitative Disclosures About Market Risk12
   

Item 4.  

 Controls and Procedures13
   

PART II – OTHER INFORMATION

13
   

Item 1.  

Legal Proceedings13
   

Item 1A.   

Risk Factors13
   

Item 2.   

Unregistered Sales of Equity Securities and Use of Proceeds13
   

Item 3.   

Defaults Upon Senior Securities13
   

Item 4.   

Mine Safety Disclosures13
   

Item 5.   

Other Information13
   

Item 6.   

Exhibits14
   

SIGNATURES

14

 

2
 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

 

 

 

NORTHERN MINERALS & EXPLORATION LTD.

 

CONSOLIDATED FINANCIAL STATEMENTS

 

Condensed Consolidated Balance Sheets as of October 31, 2023 (Unaudited) and July 31, 2023 (Audited)

4
  

Condensed Consolidated Statements of Operations for the Three Months ended October 31, 2023 and 2022 (Unaudited)

5
  

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months ended October 31, 2023 and 2022 (Unaudited)

6
  

Condensed Consolidated Statements of Cash Flows for the Three Months ended October 31, 2023 and 2022 (Unaudited)

7
  

Notes to Condensed Consolidated Financial Statements (Unaudited)

8

 

3
 

 

 

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

  

October 31,

  

July 31,

 
  

2023

  

2023

 

 

 

(Unaudited)

  

(Audited)

 
ASSETS        

Current Assets:

        

Cash

 $2,105  $6,900 

Total Current Assets

  2,105   6,900 
         

TOTAL ASSETS

 $2,105  $6,900 
         

LIABILITIES & STOCKHOLDERS’ DEFICIT

        
         

Current Liabilities:

        

Accounts payable

 $57,464  $43,364 

Accounts payable – related party

  34,700   26,500 

Accrued liabilities

  28,747   27,152 

Loans payable

  86,000   86,000 

Total Current Liabilities

  206,911   183,016 
         
Loan Payable  85,000   85,000 
         

TOTAL LIABILITIES

  291,911   268,016 
         

Commitments and Contingencies

        
         

Stockholders’ Deficit:

        

Preferred stock, $0.001 par value, 50,000,000 shares authorized; no shares issued

  —   — 

Common stock, $0.001 par value, 250,000,000 shares authorized; 89,059,357 shares issued and outstanding as of October 31, 2023, and 93,809,357 shares issued and 89,059,357 shares outstanding and July 31, 2023, respectively

  89,059   89,059 

Common stock to be issued

  63,000   30,000 

Additional paid-in-capital

  2,987,668   2,987,668 

Accumulated deficit

  (3,429,533

)

  (3,367,843

)

         

Total Stockholders’ Deficit

  (289,806

)

  (261,116

)

         

TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT

 $2,105  $6,900 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

4
 

 

 

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

  

For the Three Months Ended
October 31,

 
  

2023

  

2022

 

Operating expenses:

        

Officer compensation

 $6,600  $6,600 

Consulting – related party

  18,000   18,000 

Professional fees

  18,100   16,500 

General and administrative expenses

  16,120   10,552 

Total operating expenses

  58,820   51,652 

Loss from operations

  (58,820

)

  (51,652

)

         

Other income (expense):

        

Interest expense

  (2,870

)

  (1,585

)

Other income

  —   1,481 

Total other expense

  (2,870

)

  (104)
         

Loss before provision for income taxes

  (61,690

)

  (51,756

)

Provision for income taxes

  —   — 

Net Loss

 $(61,690

)

 $(51,756

)

         

Net loss per share, basic and diluted

 $(0.00

)

 $(0.00

)

         

Weighted average number of common shares outstanding, basic and diluted

  89,059,357   82,509,357 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

5
 

 

 

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED OCTOBER 31, 2023 AND 2022

(Unaudited)

 

 

  

Common

  

Common

Stock

  

Additional

Paid-in

  

Common

Stock To

  

Accumulated

  

Total

Stockholders’

 
  

Stock

  

Amount

  

Capital

  

be Issued

  

Deficit

  

Deficit

 

Balance, July 31, 2022

  82,509,357  $82,509  $2,873,468  $—  $(3,391,341

)

 $(435,364

)

Net loss

  —   —   —   —   (51,756)  (51,756)

Balance, October 31, 2022

  82,509,357  $82,509  $2,873,468  $—  $(3,443,097

)

 $(487,120

)

 

 

  

Common

  

Common

Stock

  

Additional

Paid-in

  

Common

Stock To

  

Accumulated

  

Total

Stockholders’

 
  

Stock

  

Amount

  

Capital

  

be Issued

  

Deficit

  

Deficit

 

Balance, July 31, 2023

  89,059,357  $89,059  $2,987,668  $30,000  $(3,367,843

)

 $(261,116

)

Common stock issued for cash – related party

  —   —   —   25,000   —   25,000 

Common stock issued for cash

  —   —   —   8,000   —   8,000 

Net loss

  —   —   —   —   (61,690

)

  (61,690

)

Balance, October 31, 2023

  89,059,357  $89,059  $2,987,668  $63,000  $(3,429,533

)

 $(289,806

)

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

6
 

 

 

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

  

For the Three Months Ended

October 31,

 
  

2023

  

2022

 

Cash Flows from Operating Activities:

        

Net loss

 $(61,690

)

 $(51,756

)

Adjustments to reconcile net loss to net cash used in Operating activities:

        

Changes in Operating Assets and Liabilities:

        

Accounts payables and accrued liabilities

  14,100   21,149 

Accounts payable – related party

  8,200   6,000 

Accrued liabilities

  1,595   1,585 

Net cash used in operating activities

  (37,795

)

  (23,022

)

         

Cash Flows used in Investing Activities:

  —   — 
         

Cash Flows from Financing Activities:

        

Proceeds from the sale of common stock – related party

  25,000   — 

Proceeds from the sale of common stock

  8,000   — 

Net cash provided by financing activities

  33,000   — 
         

Net change in cash

  (4,795)  (23,022)
         

Cash at beginning of the period

  6,900   25,813 

Cash at end of the period

 $2,105  $2,791 
         

Cash paid during the period for:

        

Interest

 $1,275  $— 

Taxes

 $—  $— 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

7
 

 

Northern Minerals & Exploration Ltd.

Notes to Unaudited Condensed Consolidated Financial Statements

October 31, 2023

 

 

 

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

 

Northern Minerals & Exploration Ltd. (the “Company”) is an emerging natural resource company operating in oil and gas production in central Texas and exploration for gold and silver in northern Nevada.

 

The Company was incorporated in Nevada on December 11, 2006 under the name Punchline Entertainment, Inc. On August 22, 2012, the Company’s board of directors approved an agreement and plan of merger to effect a name change of the Company from Punchline Entertainment, Inc. to Punchline Resources Ltd. On July 12, 2013, the stockholders approved an amendment to change the name of the Company from Punchline Resources Ltd. to Northern Mineral & Exploration Ltd. FINRA approved the name change on August 13, 2013.

 

On November 22, 2017, the Company created a wholly owned subsidiary, Kathis Energy LLC (“Kathis”) for the purpose of conducting oil and gas drilling programs in Texas.

 

On December 14, 2017, Kathis Energy, LLC and other Limited Partners, created Kathis Energy Fund 1, LP, a limited partnership created for raising investor funds.

 

On May 7, 2018, the Company created ENMEX LLC, a wholly owned subsidiary in Mexico, for the purposes of managing and operating its investments in Mexico including but not limited to the Joint Venture opportunity being negotiated with Pemer Bacalar on the 61 acres on the Bacalar Lagoon on the Yucatan Peninsula. There was no activity from inception to date.

 

 

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending July 31, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2023.

 

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

 

Cash and Cash Equivalents

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of October 31, 2023 and 2022.

 

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Kathis Energy LLC, Kathis Energy Fund 1, LLP and Enmex Operations LLC. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.

 

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three months ended October 31, 2023.

 

 

8
 

 

Mineral Property Acquisition and Exploration Costs

Mineral property acquisition and exploration costs are expensed as incurred until such time as economic reserves are quantified. Cost of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. We have chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once our company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized over the estimated life of the probable-proven reserves. When our company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value.

 

Oil and Gas Properties

The Company follows the successful efforts method of accounting for its oil and gas properties. Under this method of accounting, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense. The costs of development wells are capitalized whether those wells are successful or unsuccessful. Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts. Depletion and amortization of oil and gas properties are computed on a well-by-well basis using the units-of-production method. Although the Company has recognized minimal levels of production and revenue in the past, none of its property have proved reserves. Therefore, the Company’s properties are designated as unproved properties.

 

Unproved property costs are not subject to amortization and consist primarily of leasehold costs related to unproved areas. Unproved property costs are transferred to proved properties if the properties are subsequently determined to be productive and are assigned proved reserves. Proceeds from sales of partial interest in unproved leases are accounted for as a recovery of cost without recognizing any gain until all cost is recovered. Unproved properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks or future plans to develop acreage.

 

Asset Retirement Obligation

Accounting Standards Codification (“ASC”) Topic 410, Asset Retirement and Environmental Obligations (“ASC 410”) requires an entity to recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred. The net estimated costs are discounted to present values using credit-adjusted, risk-free rate over the estimated economic life of the oil and gas properties. Such costs are capitalized as part of the related asset. The asset is depleted on the equivalent unit-of-production method based upon estimates of proved oil and natural gas reserves. The liability is periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense and (4) revisions to estimated future cash flow requirements.

 

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share—Overall—Other Presentation Matters. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.

 

For the three months ended October 31, 2023 and 2022, the Company had no potentially dilutive shares of common stock.

 

Recently issued accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

 

NOTE 3 — GOING CONCERN

 

The accompanying unaudited financial statements are prepared and presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, they do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Since inception to October 31, 2023, the Company has an accumulated deficit of $3,429,533. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

9
 

 

 

NOTE 4 — LOANS PAYABLE

 

On April 16, 2017, the Company executed a promissory note for $15,000 with a third party. The note matures in two years and interest is set at $3,000 for the full two years. As of October 31, 2023, there is $15,000 and $8,250 of principal and accrued interest, respectively, due on this loan. As of July 31, 2023, there was $15,000 and $7,875 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

 

On June 11, 2020, a third party loaned the Company $14,000. On March 3, 2021, the party loaned another $5,000 to the Company. During the year ended July 31, 2022, the Company repaid $15,000 of the loan. During the year ended July 31, 2023, the Company borrowed an additional $7,000. The loan is unsecured, non-interest bearing and due on demand. As of October 31, 2023, there is a balance due of $11,000.

 

During the year ended July 31, 2020, a third party loaned the Company $60,000. The loan is unsecured, bears interest at 8% per annum and matures on September 1, 2021. As of October 31, 2023, there is $19,635 of interest accrued on this note. This note is in default.

 

On June 1, 2023, the Company issued a Promissory Note to Golden Sands Exploration Inc, for $85,000. The note bears interest at 6% and matures on June 1, 2026. Interest is to be paid quarterly with the first payment due on or before September 1, 2023. As of October 31, 2023, there is $862 of interest accrued on this note.

 

 

NOTE 5 — COMMON STOCK TRANSACTION

 

During the three months October 31, 2023, the Company received $8,000 for the purchase of common stock. As of October 31, 2023, the agreement for the sale of the shares has not been finalized and the shares have not been issued. The $8,000 is disclosed as common stock to be issued.

 

Refer to Note 6 for shares sold to a related party.

 

 

NOTE 6 — RELATED PARTY TRANSACTIONS

 

For the three months ended October 31, 2023 and 2022, total payments of $12,000 and $12,000, respectively, were made to Noel Schaefer, a Director of the Company, for consulting services. As of October 31, 2023 and July 31, 2023, there is $32,500 and $26,500 credited to accounts payable.

 

As of October 31, 2023 and July 31, 2023, there is $2,200 and $0, respectively, credited to accounts payable for amounts due to Rachel Boulds, CFO, for consulting services.

 

On August 28, 2023, Mr. Miranda, director, purchased 1,666,667 shares of common stock for $25,000. As of October 31, 2023, the shares have not been issued. The $25,000 is disclosed as common stock to be issued.

 

 

NOTE 7 — SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that there are no material subsequent events to disclose other than the following.

 

Subsequent to October 31, 2023, Mr. Miranda purchased 1,000,000 shares of common stock for $20,000.

 

10
 

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

 

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and the risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our unaudited financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Northern Minerals & Exploration Ltd., unless otherwise indicated.

 

General Overview

 

We are an emerging natural resource company operating in oil and gas production in central Texas and exploration for gold and silver in northern Nevada.

 

 

Results of Operations

 

Results of Operations for the Three Months Ended October 31, 2023 and 2022

 

Revenue

We had no revenue for the three months ended October 31, 2023 and 2022.

 

Officer compensation

Officer compensation was $6,600 and $6,600 for the three months ended October 31, 2023 and 2022, respectively. Officer compensation is paid to our CFO.

 

Consulting – related party

Consulting – related party services were $18,000 and $18,000 for the three months ended October 31, 2023 and 2022, respectively. Fees are paid to Noel Schaefer, Director, but are recorded as consulting fees.

 

Professional fees

Professional fees were $18,100 and $16,500 for the three months ended October 31, 2023 and 2022, respectively, an increase of $1,600. Professional fees generally consist of legal, audit and accounting expenses. The increase can be attributed to an additional $1,000 and $600 of audit and legal fees, respectively, billed during the period.

 

General and administrative

General and administrative expenses were $16,120 and $10,552 for the three months ended October 31, 2023 and 2022, respectively, an increase of $5,568 or 52.7%. In the current period we incurred some additional one-time expenses that we did not have in the prior period.

 

Interest expense

During the three months ended October 31, 2023 and 2022, we had interest expense of $2,870 and $1,585, respectively. We also had $1,481 of other income in the prior period.

 

11
 

 

Net Loss

For the three months ended October 31, 2023, we had a net loss of $61,690 as compared to a net loss of $51,756 for the three months ended October 31, 2022, an increase of $9,934 or 19.1%. The increase is due to the reasons discussed above.

 

Liquidity and Financial Condition

 

Operating Activities

Cash used by operating activities was $37,795 for the three months ended October 31, 2023. Cash used for operating activities was $23,022 for the three months ended October 31, 2022.

 

Financing Activities

Net cash provided by financing activities was $33,000 for the three months ended October 31, 2023. We received $33,000 from the sale of our common stock, $25,000 of which was from a related party.

 

We had the following loans outstanding as of October 31, 2023:

 

On April 16, 2017, the Company executed a promissory note for $15,000 with a third party. The note matures in two years and interest is set at $3,000 for the full two years. As of October 31, 2023, there is $15,000 and $8,250 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

 

On June 11, 2020, a third party loaned the Company $14,000. On March 3, 2021, the party loaned another $5,000 to the Company. During the year ended July 31, 2022, the Company repaid $15,000 of the loan. During the year ended July 31, 2023, the Company borrowed an additional $7,000. The loan is unsecured, non-interest bearing and due on demand. As of October 31, 2023, there is a balance due of $11,000.

 

During the year ended July 31, 2020, a third party loaned the Company $60,000. The loan is unsecured, bears interest at 8% per annum and matures on September 1, 2021. As of October 31, 2023, there is $19,635 of interest accrued on this note. This note is in default.

 

On June 1, 2023, the Company issued a Promissory Note to Golden Sands Exploration Inc, for $85,000. The note bears interest at 6% and matures on June 1, 2026. Interest is to be paid quarterly with the first payment due on or before September 1, 2023. As of October 31, 2023, there is $862 of interest accrued on this note.

 

We will require additional funds to fund our budgeted expenses over the next twelve months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Critical Accounting Policies

 

Refer to Note 2 of our financial statements contained elsewhere in this Form 10-Q for a summary of our critical accounting policies and recently adopted and issued accounting standards.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

 

12
 

 

Item 4.

Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of quarter covered by this report. Based on the evaluation of these disclosure controls and procedures the chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective.

 

Changes in Internal Controls

 

During the quarter covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

 

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

 

Item 1A.

Risk Factors

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

On August 28, 2023, Mr. Miranda purchased 1,666,667 shares of common stock for $25,000.

 

During the three months October 31, 2023, the Company received $8,000 for the purchase of common stock.

 

All proceeds from the sale of common stock are being used for general operating expenses.

 

Item 3.

Defaults Upon Senior Securities

 

None. 

 

Item 4.

Mine Safety Disclosures

 

Not applicable.

 

Item 5.

Other Information

 

None.

 

13
 

 

Item 6.

Exhibits

 

Exhibit

Number

 

Exhibit Description

  

 

31.1*

 

Section 302 Certification under Sarbanes-Oxley Act of 2002.

31.2*

 

Section 302 Certification under Sarbanes-Oxley Act of 2002.

32.1*

 

Section 906 Certification under Sarbanes-Oxley Act of 2002.

(101)**

 

Interactive Data File

101.INS

 

iXBRL Instance Document

101.SCH

 

iXBRL Taxonomy Extension Schema Document.

101.CAL

 

iXBRL Taxonomy Extension Calculation Link base Document.

101.DEF

 

iXBRL Taxonomy Extension Definition Link base Document.

101.LAB

 

iXBRL Taxonomy Extension Label Link base Document.

101.PRE

 

iXBRL Taxonomy Extension Presentation Link base Document.

104  

Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

 

*

(a) Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

NORTHERN MINERALS &

EXPLORATION LTD.

 

(Registrant)

  

Dated:  December 12, 2023

/s/ Ivan Webb

 

Ivan Webb

 

Chief Executive Officer

  
 

/s/ Noel Schaefer

 

Noel Schaefer

 

Chief Operating Officer and Director

  
 

/s/ Rachel Boulds

 

Rachel Boulds

 

Chief Financial Officer

  
 

/s/ Victor Miranda

 

Victor Miranda

 

Director

 

14

EXHIBIT 31.1

 

Certification of Chief Financial Officer Pursuant to

 

Section 302 of the Sarbanes-Oxley Act of 2002-Rule 13a-14(a)/15d –14(a)

 

I, Rachel Boulds, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended October 31, 2023, 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

 

Date: December 12, 2023

 

 

 

EXHIBIT 31.2

 

Certification of Chief Executive Officer Pursuant to

 

Section 302 of the Sarbanes-Oxley Act of 2002-Rule 13a-14(a)/15d –14(a)

 

I, Ivan Webb, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended October 31, 2023, 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

 

Date: December 12, 2023

 

 

 

EXHIBIT 32.1

 

Certification of Periodic Financial Reports

Pursuant to 18 U.S.C. Section 1350

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

The undersigned hereby certify that they are the duly appointed and acting Chief Executive Officer and Chief Financial Officer of Northern Minerals & Exploration Ltd., and hereby further certify as follows:

 

 

1.

The periodic 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 periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

 

In witness whereof, the undersigned have executed and delivered this certificate as of the date set forth opposite their signatures below.

 

             
       

Date: December 12, 2023

          

/s/ Ivan Webb
           

Ivan Webb
           

Chief Executive Officer

 

             
       

Date: December 12, 2023

          

/s/ Rachel Boulds
           

Rachel Boulds
           

Chief Financial Officer

 

 

 
v3.23.3
Document And Entity Information - shares
 3 Months Ended
Oct. 31, 2023
Dec. 07, 2023
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Oct. 31, 2023  
Document Transition Report false  
Entity File Number 333-146934  
Entity Registrant Name NORTHERN MINERALS & EXPLORATION LTD.  
Entity Incorporation, State or Country Code NV  
Entity Tax Identification Number 98-0557171  
Entity Address, Address Line One 881 West State Road  
Entity Address, City or Town Pleasant Grove  
Entity Address, State or Province UT  
Entity Address, Postal Zip Code 84062  
City Area Code 801  
Local Phone Number 885-9260  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Emerging Growth Company true  
Entity Small Business true  
Entity Ex Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   90,059,357
Entity Central Index Key 0001415744  
Current Fiscal Year End Date --07-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q1  
Amendment Flag false  
v3.23.3
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
Oct. 31, 2023
Jul. 31, 2023
Current Assets:    
Cash $ 2,105 $ 6,900
Total Current Assets 2,105 6,900
TOTAL ASSETS 2,105 6,900
Current Liabilities:    
Accrued liabilities 28,747 27,152
Loans payable 86,000 86,000
Total Current Liabilities 206,911 183,016
Loan Payable 85,000 85,000
TOTAL LIABILITIES 291,911 268,016
Stockholders’ Deficit:    
Preferred stock, $0.001 par value, 50,000,000 shares authorized; no shares issued 0 0
Common stock, $0.001 par value, 250,000,000 shares authorized; 89,059,357 shares issued and outstanding as of October 31, 2023, and 93,809,357 shares issued and 89,059,357 shares outstanding and July 31, 2023, respectively 89,059 89,059
Common stock to be issued 63,000 30,000
Additional paid-in-capital 2,987,668 2,987,668
Accumulated deficit (3,429,533) (3,367,843)
Total Stockholders’ Deficit (289,806) (261,116)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT 2,105 6,900
Nonrelated Party [Member]    
Current Liabilities:    
Accounts payable 57,464 43,364
Related Party [Member]    
Current Liabilities:    
Accounts payable $ 34,700 $ 26,500
v3.23.3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
Oct. 31, 2023
Jul. 31, 2023
Preferred Stock, Par or Stated Value Per Share (in dollars per share) $ 0.001 $ 0.001
Preferred Stock, Shares Authorized (in shares) 50,000,000 50,000,000
Preferred Stock, Shares Issued (in shares) 0 0
Common Stock, Par or Stated Value Per Share (in dollars per share) $ 0.001 $ 0.001
Common Stock, Shares Authorized (in shares) 250,000,000 250,000,000
Common Stock, Shares, Issued (in shares) 89,059,357 93,809,357
Common Stock, Shares, Outstanding (in shares) 89,059,357 89,059,357
v3.23.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ / shares in Thousands
 3 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Operating expenses:    
Officer compensation $ 6,600 $ 6,600
Consulting – related party 18,000 18,000
Professional fees 18,100 16,500
General and administrative expenses 16,120 10,552
Total operating expenses 58,820 51,652
Loss from operations (58,820) (51,652)
Other income (expense):    
Interest expense (2,870) (1,585)
Other income 0 1,481
Total other income (expense) (2,870) (104)
Loss before provision for income taxes (61,690) (51,756)
Provision for income taxes 0 0
Net Loss $ (61,690) $ (51,756)
Net loss per share, basic and diluted (in dollars per share) $ (0) $ (0)
Weighted average number of common shares outstanding, basic and diluted (in shares) 89,059,357 82,509,357
v3.23.3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)
Common Stock [Member]
Related Party [Member]
Common Stock [Member]
Nonrelated Party [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Related Party [Member]
Additional Paid-in Capital [Member]
Nonrelated Party [Member]
Additional Paid-in Capital [Member]
Common Stock to be Issued [Member]
Related Party [Member]
Common Stock to be Issued [Member]
Nonrelated Party [Member]
Common Stock to be Issued [Member]
Retained Earnings [Member]
Related Party [Member]
Retained Earnings [Member]
Nonrelated Party [Member]
Retained Earnings [Member]
Related Party [Member]
Nonrelated Party [Member]
Total
Balance, July 31, 2022 (in shares) at Jul. 31, 2022     82,509,357                        
Balance, July 31, 2022 at Jul. 31, 2022     $ 82,509     $ 2,873,468     $ 0     $ (3,391,341)     $ (435,364)
Net loss     $ 0     0     0     (51,756)     (51,756)
Balance, October 31, 2022 (in shares) at Oct. 31, 2022     82,509,357                        
Balance, October 31, 2022 at Oct. 31, 2022     $ 82,509     2,873,468     0     (3,443,097)     (487,120)
Balance, July 31, 2022 (in shares) at Jul. 31, 2023     89,059,357                        
Balance, July 31, 2022 at Jul. 31, 2023     $ 89,059     2,987,668     30,000     (3,367,843)     (261,116)
Net loss     $ 0     0     0     (61,690)     (61,690)
Balance, October 31, 2022 (in shares) at Oct. 31, 2023     89,059,357                        
Balance, October 31, 2022 at Oct. 31, 2023     $ 89,059     $ 2,987,668     $ 63,000     $ (3,429,533)     (289,806)
Common stock issued for cash (in shares) 0 0                          
Common stock issued for cash $ 0 $ 0   $ 0 $ 0   $ 25,000 $ 8,000   $ 0 $ 0   $ 25,000 $ 8,000 $ 8,000
v3.23.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Cash Flows from Operating Activities:    
Net loss $ (61,690) $ (51,756)
Changes in Operating Assets and Liabilities:    
Accrued liabilities 1,595 1,585
Net cash used in operating activities (37,795) (23,022)
Cash Flows used in Investing Activities: 0 0
Cash Flows from Financing Activities:    
Net cash provided by financing activities 33,000 0
Net change in cash (4,795) (23,022)
Cash at beginning of the period 6,900 25,813
Cash at end of the period 2,105 2,791
Cash paid during the period for:    
Interest 1,275 0
Taxes 0 0
Nonrelated Party [Member]    
Changes in Operating Assets and Liabilities:    
Accounts payables and accrued liabilities 14,100 21,149
Cash Flows from Financing Activities:    
Proceeds from the sale of common stock 8,000 0
Related Party [Member]    
Changes in Operating Assets and Liabilities:    
Accounts payables and accrued liabilities 8,200 6,000
Cash Flows from Financing Activities:    
Proceeds from the sale of common stock $ 25,000 $ 0
v3.23.3
Note 1 - Organization and Business Operations
 3 Months Ended
Oct. 31, 2023
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

 

Northern Minerals & Exploration Ltd. (the “Company”) is an emerging natural resource company operating in oil and gas production in central Texas and exploration for gold and silver in northern Nevada.

 

The Company was incorporated in Nevada on December 11, 2006 under the name Punchline Entertainment, Inc. On August 22, 2012, the Company’s board of directors approved an agreement and plan of merger to effect a name change of the Company from Punchline Entertainment, Inc. to Punchline Resources Ltd. On July 12, 2013, the stockholders approved an amendment to change the name of the Company from Punchline Resources Ltd. to Northern Mineral & Exploration Ltd. FINRA approved the name change on August 13, 2013.

 

On November 22, 2017, the Company created a wholly owned subsidiary, Kathis Energy LLC (“Kathis”) for the purpose of conducting oil and gas drilling programs in Texas.

 

On December 14, 2017, Kathis Energy, LLC and other Limited Partners, created Kathis Energy Fund 1, LP, a limited partnership created for raising investor funds.

 

On May 7, 2018, the Company created ENMEX LLC, a wholly owned subsidiary in Mexico, for the purposes of managing and operating its investments in Mexico including but not limited to the Joint Venture opportunity being negotiated with Pemer Bacalar on the 61 acres on the Bacalar Lagoon on the Yucatan Peninsula. There was no activity from inception to date.
v3.23.3
Note 2 - Significant Accounting Policies
 3 Months Ended
Oct. 31, 2023
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending July 31, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2023.

 

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

 

Cash and Cash Equivalents

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of October 31, 2023 and 2022.

 

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Kathis Energy LLC, Kathis Energy Fund 1, LLP and Enmex Operations LLC. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.

 

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three months ended October 31, 2023.

 

 

 

Mineral Property Acquisition and Exploration Costs

Mineral property acquisition and exploration costs are expensed as incurred until such time as economic reserves are quantified. Cost of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. We have chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once our company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized over the estimated life of the probable-proven reserves. When our company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value.

 

Oil and Gas Properties

The Company follows the successful efforts method of accounting for its oil and gas properties. Under this method of accounting, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense. The costs of development wells are capitalized whether those wells are successful or unsuccessful. Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts. Depletion and amortization of oil and gas properties are computed on a well-by-well basis using the units-of-production method. Although the Company has recognized minimal levels of production and revenue in the past, none of its property have proved reserves. Therefore, the Company’s properties are designated as unproved properties.

 

Unproved property costs are not subject to amortization and consist primarily of leasehold costs related to unproved areas. Unproved property costs are transferred to proved properties if the properties are subsequently determined to be productive and are assigned proved reserves. Proceeds from sales of partial interest in unproved leases are accounted for as a recovery of cost without recognizing any gain until all cost is recovered. Unproved properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks or future plans to develop acreage.

 

Asset Retirement Obligation

Accounting Standards Codification (“ASC”) Topic 410, Asset Retirement and Environmental Obligations (“ASC 410”) requires an entity to recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred. The net estimated costs are discounted to present values using credit-adjusted, risk-free rate over the estimated economic life of the oil and gas properties. Such costs are capitalized as part of the related asset. The asset is depleted on the equivalent unit-of-production method based upon estimates of proved oil and natural gas reserves. The liability is periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense and (4) revisions to estimated future cash flow requirements.

 

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share—Overall—Other Presentation Matters. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.

 

For the three months ended October 31, 2023 and 2022, the Company had no potentially dilutive shares of common stock.

 

Recently issued accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
v3.23.3
Note 3 - Going Concern
 3 Months Ended
Oct. 31, 2023
Notes to Financial Statements  
Substantial Doubt about Going Concern [Text Block]

NOTE 3 — GOING CONCERN

 

The accompanying unaudited financial statements are prepared and presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, they do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Since inception to October 31, 2023, the Company has an accumulated deficit of $3,429,533. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 
v3.23.3
Note 4 - Loans Payable
 3 Months Ended
Oct. 31, 2023
Notes to Financial Statements  
Debt Disclosure [Text Block]

NOTE 4 — LOANS PAYABLE

 

On April 16, 2017, the Company executed a promissory note for $15,000 with a third party. The note matures in two years and interest is set at $3,000 for the full two years. As of October 31, 2023, there is $15,000 and $8,250 of principal and accrued interest, respectively, due on this loan. As of July 31, 2023, there was $15,000 and $7,875 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

 

On June 11, 2020, a third party loaned the Company $14,000. On March 3, 2021, the party loaned another $5,000 to the Company. During the year ended July 31, 2022, the Company repaid $15,000 of the loan. During the year ended July 31, 2023, the Company borrowed an additional $7,000. The loan is unsecured, non-interest bearing and due on demand. As of October 31, 2023, there is a balance due of $11,000.

 

During the year ended July 31, 2020, a third party loaned the Company $60,000. The loan is unsecured, bears interest at 8% per annum and matures on September 1, 2021. As of October 31, 2023, there is $19,635 of interest accrued on this note. This note is in default.

 

On June 1, 2023, the Company issued a Promissory Note to Golden Sands Exploration Inc, for $85,000. The note bears interest at 6% and matures on June 1, 2026. Interest is to be paid quarterly with the first payment due on or before September 1, 2023. As of October 31, 2023, there is $862 of interest accrued on this note.
v3.23.3
Note 5 - Common Stock Transaction
 3 Months Ended
Oct. 31, 2023
Notes to Financial Statements  
Equity [Text Block]

NOTE 5 — COMMON STOCK TRANSACTION

 

During the three months October 31, 2023, the Company received $8,000 for the purchase of common stock. As of October 31, 2023, the agreement for the sale of the shares has not been finalized and the shares have not been issued. The $8,000 is disclosed as common stock to be issued.

 

Refer to Note 6 for shares sold to a related party.
v3.23.3
Note 6 - Related Party Transactions
 3 Months Ended
Oct. 31, 2023
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

NOTE 6 — RELATED PARTY TRANSACTIONS

 

For the three months ended October 31, 2023 and 2022, total payments of $12,000 and $12,000, respectively, were made to Noel Schaefer, a Director of the Company, for consulting services. As of October 31, 2023 and July 31, 2023, there is $32,500 and $26,500 credited to accounts payable.

 

As of October 31, 2023 and July 31, 2023, there is $2,200 and $0, respectively, credited to accounts payable for amounts due to Rachel Boulds, CFO, for consulting services.

 

On August 28, 2023, Mr. Miranda, director, purchased 1,666,667 shares of common stock for $25,000. As of October 31, 2023, the shares have not been issued. The $25,000 is disclosed as common stock to be issued.
v3.23.3
Note 7 - Subsequent Events
 3 Months Ended
Oct. 31, 2023
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 7 — SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that there are no material subsequent events to disclose other than the following.

 

Subsequent to October 31, 2023, Mr. Miranda purchased 1,000,000 shares of common stock for $20,000.

 
v3.23.3
Significant Accounting Policies (Policies)
 3 Months Ended
Oct. 31, 2023
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

Basis of presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending July 31, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2023.
Use of Estimates, Policy [Policy Text Block]

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of October 31, 2023 and 2022.
Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Kathis Energy LLC, Kathis Energy Fund 1, LLP and Enmex Operations LLC. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.
Reclassification, Comparability Adjustment [Policy Text Block]

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three months ended October 31, 2023.
Exploratory Drilling Costs Capitalization and Impairment, Policy [Policy Text Block]

Mineral Property Acquisition and Exploration Costs

Mineral property acquisition and exploration costs are expensed as incurred until such time as economic reserves are quantified. Cost of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. We have chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once our company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized over the estimated life of the probable-proven reserves. When our company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value.
Oil and Gas Properties Policy [Policy Text Block]

Oil and Gas Properties

The Company follows the successful efforts method of accounting for its oil and gas properties. Under this method of accounting, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense. The costs of development wells are capitalized whether those wells are successful or unsuccessful. Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts. Depletion and amortization of oil and gas properties are computed on a well-by-well basis using the units-of-production method. Although the Company has recognized minimal levels of production and revenue in the past, none of its property have proved reserves. Therefore, the Company’s properties are designated as unproved properties.

 

Unproved property costs are not subject to amortization and consist primarily of leasehold costs related to unproved areas. Unproved property costs are transferred to proved properties if the properties are subsequently determined to be productive and are assigned proved reserves. Proceeds from sales of partial interest in unproved leases are accounted for as a recovery of cost without recognizing any gain until all cost is recovered. Unproved properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks or future plans to develop acreage.

 
Asset Retirement Obligation [Policy Text Block]

Asset Retirement Obligation

Accounting Standards Codification (“ASC”) Topic 410, Asset Retirement and Environmental Obligations (“ASC 410”) requires an entity to recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred. The net estimated costs are discounted to present values using credit-adjusted, risk-free rate over the estimated economic life of the oil and gas properties. Such costs are capitalized as part of the related asset. The asset is depleted on the equivalent unit-of-production method based upon estimates of proved oil and natural gas reserves. The liability is periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense and (4) revisions to estimated future cash flow requirements.

 
Earnings Per Share, Policy [Policy Text Block]

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share—Overall—Other Presentation Matters. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.

 

For the three months ended October 31, 2023 and 2022, the Company had no potentially dilutive shares of common stock.
New Accounting Pronouncements, Policy [Policy Text Block]

Recently issued accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
v3.23.3
Note 2 - Significant Accounting Policies (Details Textual) - shares
shares in Thousands
 3 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 0 0
v3.23.3
Note 3 - Going Concern (Details Textual) - USD ($)
Oct. 31, 2023
Jul. 31, 2023
Retained Earnings (Accumulated Deficit) $ 3,429,533 $ 3,367,843
v3.23.3
Note 4 - Loans Payable (Details Textual) - USD ($)
 12 Months Ended
Jul. 31, 2022
Oct. 31, 2023
Jul. 31, 2023
Jun. 01, 2023
Mar. 03, 2021
Jul. 31, 2020
Jun. 11, 2020
Apr. 16, 2017
Unsecured Debt   $ 11,000 $ 7,000   $ 5,000   $ 14,000  
Repayments of Unsecured Debt $ 15,000              
New Option Agreement [Member] | Winnemucca Mountain Property [Member]                
Other Commitment       $ 85,000        
Promissory Note [Member]                
Notes Payable   15,000 15,000         $ 15,000
Interest Payable   8,250 $ 7,875         $ 3,000
Promissory Note [Member] | Golden Sands Exploration, Inc [Member]                
Interest Payable   862            
Promissory Note [Member] | Golden Sands Exploration, Inc [Member] | Settlement and Promissory Note Agreement [Member]                
Debt Instrument, Interest Rate, Stated Percentage       6.00%        
July 31, 2020 Unsecured Note [Member]                
Interest Payable   $ 19,635            
Unsecured Debt           $ 60,000    
Debt Instrument, Interest Rate, Stated Percentage           8.00%    
v3.23.3
Note 5 - Common Stock Transaction (Details Textual) - USD ($)
 3 Months Ended
Oct. 31, 2023
Oct. 31, 2023
Stock Issued During Period, Value, New Issues $ 20,000 $ 8,000
Gain (Loss) on Sale of Previously Unissued Stock by Subsidiary or Equity Investee, Nonoperating Income   $ 8,000
v3.23.3
Note 6 - Related Party Transactions (Details Textual) - USD ($)
 3 Months Ended
Oct. 31, 2023
Aug. 28, 2023
Oct. 31, 2023
Oct. 31, 2022
Jul. 31, 2023
Jul. 31, 2022
Stock Issued During Period, Shares, New Issues 1,000,000          
Stock Issued During Period, Value, New Issues $ 20,000   $ 8,000      
Mr Miranda [Member] | Common Stock to be Issued [Member]            
Stock Issued During Period, Shares, New Issues   1,666,667        
Stock Issued During Period, Value, New Issues   $ 25,000        
Consulting Services [Member] | Director [Member]            
Costs and Expenses     12,000 $ 12,000    
Accounts Payable 32,500   32,500   $ 26,500  
Consulting Services [Member] | Chief Financial Officer [Member]            
Accounts Payable $ 2,200   $ 2,200     $ 0
v3.23.3
Note 7 - Subsequent Events (Details Textual) - USD ($)
 3 Months Ended
Oct. 31, 2023
Oct. 31, 2023
Stock Issued During Period, Shares, New Issues 1,000,000  
Stock Issued During Period, Value, New Issues $ 20,000 $ 8,000
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