Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely
historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating
results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking
statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,”
“estimates,” “intends,” “strategy,” “plan,” “may,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and similar expressions.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations
and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory
changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties
should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Management’s Discussion and
Analysis of Financial Condition and Results of Operations
We are a mineral exploration company
incorporated in Nevada on April 9, 2014. On May 8, 2014, we incorporated a wholly-owned subsidiary, NRC Exploration LLC in
the state of Nevada, for the purposes of mineral exploration. On May 15, 2018, NRC Exploration LLC was dissolved.
On May 20, 2014, our consulting geologist
introduced us to a mineral property and we acquired an option on that property whereupon we could acquire 100% legal and beneficial
ownership interest in a mineral claim known as the Donald mineral claim. In view of the world wide depressed market for metals
in 2015, we chose at that time not to exercise our option on the Donald Property and that option expired. Management is currently
searching for other opportunities in the mineral exploration field.
Results of Operations for the three
and nine months ended January 31, 2019.
For the three months ended January 31,
2019 we did not earn any revenues. For the three months ended January 31, 2019 we incurred total operating expenses of $9,765 (2018
– $27,952). The reduction in expenses was primarily due to a reduction of legal fees associated with investigations into
DTC eligibility for our stock.
For the nine months ended January 31,
2019 we did not earn any revenues. For the nine months ended January 31, 2019 we incurred total operating expenses of $30,558 (2018
– $58,038). The reduction in expenses was primarily due to a reduction of legal fees and regulatory fees associated with
investigations into DTC eligibility for our stock.
In the three months ended January 31,
2019 our net loss was $9,765 (2018 $27,925).
In the nine months ended January 31,
2019 our net loss was $30,558. (2018 net income $38,832). The 2018 net income was a result of on June 30, 2017 an unrelated third
party forgave loans totaling $52,011 in principal and interest and a former CEO and director forgave loans totaling $45,250 in
principal and interest.
Our expenses during the three months
ended January 31, 2019 consisted of audit and accounting fees of $3,000 (2018 – $10,000), Office and miscellaneous expenses
of $6,041 (2018 – $5,958), legal fees of $nil (2018 – $10,520) and transfer and filing fees of $724 (2018 – $1,474).
Our expenses during the nine months
ended January 31, 2019 consisted of audit and accounting fees of $9,400 (2018 – $13,500), Office and miscellaneous expenses
of $18,209 (2018 – $18,000), legal fees of $665 (2018 – $12,065), transfer and filing fees of $2,284 (2018 –
$14,473) and a gain on forgiveness of debt of $nil (2018 – $96,870). The change in both legal fees and transfer and filing
fees was due to a charges for investigating DTC eligibility for our stock.
Liquidity and Capital Resources
As of January 31, 2019, we had total
current assets of $157 (April 30, 2018 – $143), consisting entirely of cash. We had current liabilities of $151,582 (April
30, 2018 – $121,010). Accordingly, we had a working capital deficit of $151,425 as of January 31, 2019 (April 30, 2018
– $120,867).
To date, we have funded our operations
primarily through loans from related parties and from unrelated third parties. As of January 31, 2019, we owed our current CEO
$136,847 for advances. Amounts loaned by our former CEO and an unrelated third party totaling $96,870 in principal and interest
were forgiven on June 30, 2017.
We do not currently have sufficient
funds to repay our existing debts. If we are unable to secure additional financing, we could fail and investors may lose some or
all of their investment. In addition, we are no longer pursuing exploration or development of the Donald Property and our option
for that property has expired. We are currently searching for other opportunities in the mineral exploration field. As such, we
are unable to provide an accurate estimate of our financial requirements for the next twelve months. If we do identify a suitable
business opportunity that we wish to pursue, we will likely need substantial financing. If we fail to obtain sufficient financing,
our ability to pursue alternative business opportunities may be limited. We do not currently have any financing arrangements in
place, and there is no assurance that sufficient financing will be available to us when needed.
Going Concern
As discussed in the notes to our consolidated
financial statements, we have no established source of revenue. Without realization of additional capital, it would be unlikely
for us to continue as a going concern.
Our activities to date have been supported
by equity financing. Management continues to seek funding from its shareholders and other qualified investors to pursue its
business plan.
Off Balance Sheet Arrangements
As of January 31, 2019, there were no
off balance sheet arrangements.
Recently Issued Accounting Pronouncements
We do not expect the adoption of recently
issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.