NSRS North Springs Resources Corp (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

FORM 10-Q

    X .     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2012

         .     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______

Commission File Number 333-167217

NORTH SPRINGS RESOURCES CORP.

(Exact name of registrant as specified in its charter)

Nevada		68-0678790
(State of incorporation)		(I.R.S. Employer Identification No.)

200 S Virginia, 8 ^th Floor

Reno, NV 89501

(Address of principal executive offices)

Phone: (775) 398-3078

(Registrant’s telephone number)

with a copy to:

Parsons/Burnett/Bjordahl/Hume, LLP

James B. Parsons

1850 Skyline Tower

10900 NE 4 ^th Street

Bellevue, WA 98004

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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  X . No       .

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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  X . No       .

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

Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

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

As of March 21, 2012, there were 696,000,000 shares of the registrant’s $.001 par value common stock issued and outstanding.

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NORTH SPRINGS RESOURCES CORP.*

TABLE OF CONTENTS	Page
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
ITEM 3.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	20
ITEM 4.	CONTROLS AND PROCEDURES	21
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	21
ITEM 1A.	RISK FACTORS	21
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4.	MINE SAFETY DISCLOSURES	21
ITEM 5.	OTHER INFORMATION	21
ITEM 6.	EXHIBITS	22

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of North Springs Resources Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

* Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "NSRS" refers to North Springs Resources Corp.

2

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PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp)

(An Exploration Stage Company)

Financial Statements

For the Periods Ended January 31, 2012 (unaudited) and April 30, 2011

Balance Sheets

4

Statements of Operations

5

Statements of Cash Flows

6

Notes to the Financial Statements

7

3

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NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(A Exploration Stage Company)

Balance Sheets

	January 31, 2012 (Unaudited) $	April 30, 2011 $
ASSETS
Current Assets
Cash	62,538	–
Total Current Assets	62,538	–
Equipment	1,381
Mineral Properties	755,990	–
Total Assets	819,909	–
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	44,627	–
Due to related parties	23,055	16,070
Notes payable	80,000	–
Convertible Debenture, net of unamortized discount of $393,190	436,900	–
Total Liabilities	584,582	16,070
Stockholders’ Equity (Deficit)
Preferred stock, 50,000,000 shares authorized, $0.001 par value;    No shares issued and outstanding	–	–
Common stock, 750,000,000 shares authorized, $0.001 par value;    616,000,000 and 694,000,000 shares issued and outstanding, respectively	616,000	694,000
Additional paid-in capital	(116,342)	(662,400)
Deficit accumulated during the exploration stage	(264,331)	(47,670)
Total Stockholders’ Equity (Deficit)	235,327	(16,070)
Total Liabilities and Stockholders’ Equity (Deficit)	819,909	–

(The accompanying notes are an integral part of these financial statements)

4

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NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(A Exploration Stage Company)

Statements of Operations

(unaudited)

	For the Three Months Ended	For the Three Months Ended	For the Nine Months Ended	For the Nine Months Ended	Accumulated from May 22, 2009 (Date of Inception)
	January 31,	January 31,	January 31,	January 31,	to January 31,
	2012	2011	2012	2011	2012
	$	$	$	$	$
Revenues	–	–	–	–	–
Operating Expenses
Consulting fees	–	–	–	–	15,000
General and administrative expenses	26,849	365	39,116	4,145	40,584
Impairment of oil and gas property	–	–	–	–	10,000
Management fees	–	–	4,500	–	4,500
Professional fees	17,040	–	48,040	7,593	62,508
Salaries and wages	30,000	–	60,000	–	60,000
Transfer agent and filing fees	28,947	–	32,283	–	39,017
Total Operating Expenses	102,836	365	183,939	11,738	231,609
Net loss before other expenses	(102,836)	(365)	(183,939)	(11,738)	(231,609)
Other Expenses
Accretion expense	(24,958)	–	(24,958)	–	(24,958)
Interest expense	(6,756)	–	(7,764)	–	(7,764)
Total other expenses	(31,714)	–	(32,772)	–	(32,722)
Net loss	(134,550)	(365)	(216,661)	(11,738)	(264,331)
Net loss per share, basic and diluted	–	–	–	–
Weighted average number of shares outstanding	666,434,783	624,847,800	685,442,029	541,616,000

(The accompanying notes are an integral part of these financial statements)

5

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NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(A Exploration Stage Company)

Statements of Cash Flows

(unaudited)

	For the Nine Months Ended January 31, 2012 $	For the Nine Months Ended January 31, 2011 $	Accumulated from May 22, 2009 (Date of Inception) to January 31, 2012 $
Operating Activities
Net loss for the period	(216,661)	(11,738)	(264,331)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion expense	24,958	–	24,958
Amortization	19	–	19
Loss on impairment of oil and gas property	–	–	10,000
Changes in working capital:
Accounts payable and accrued liabilities	44,627	–	44,627
Due to related parties	6,985	–	6,985
Net cash used in operating activities	(140,072)	(11,738)	(177,742)
Investing Activities
Acquisition of equipment	(1,400)	–	(1,400)
Mineral property expenditure	(705,990)	–	(705,990)
Working interest in oil project	–	(10,000)	(10,000)
Net cash used in investing activities	(707,390)	(10,000)	(717,390)
Financing Activities
Proceeds from issuance of common stock	–	29,100	31,600
Proceeds from issuance of convertible debenture	830,000	–	830,000
Proceeds from issuance of note payable	80,000	–	80,000
Proceeds from related party	–	12,826	16,070
Net cash provided by financing activities	910,000	41,926	957,670
Increase in cash	62,538	20,188	62,538
Cash, beginning of period	–	5,126	–
Cash, end of period	62,538	25,314	62,538
Non-cash investing and financing activities
Shares issued to acquire mineral property	50,000	–	50,000
Supplemental disclosures:
Interest paid	–	–	–
Income taxes paid	–	–	–

(The accompanying notes are an integral part of these financial statements)

6

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NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)

1.

Nature of Operations and Continuance of Business

North Springs Resources Corp. (“the Company”) was incorporated under the laws of the State of Nevada, on May 22, 2009. The Company has been in an exploration stage since its formation and has not realized any revenues from operations. The Company intends to commence operations in oil and gas exploration and production industry internationally. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.

Going Concern

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at January 31, 2012, the Company has not generated revenues and has accumulated losses totaling $264,331 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.

Summary of Significant Accounting Policies

a)

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is April 30.  

b)

Use of Estimates

The preparation of financial statements in conformity with U.S. 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. The Company regularly evaluates estimates and assumptions related to the useful life and valuation of long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

d)

Equipment

Equipment is comprised of computer equipment and is recorded at cost. The Company amortizes the cost of the equipment on a straight-line basis over their estimated useful lives of three years.

e)

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date.  The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.  

7

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NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)

2.

Summary of Significant Accounting Policies (continued)

f)

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures , an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, notes payable and amounts due to related parties.  Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

g)

Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share . ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

h)

Comprehensive Loss

ASC 220, Comprehensive Income , establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at January 31, 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

8

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NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)

2.

Summary of Significant Accounting Policies (continued)

i)

Oil and Gas Accounting

The Company utilizes the full-cost method of accounting for petroleum and natural gas properties.  Under this method, the Company capitalizes all costs associated with acquisition, exploration, and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling of productive and non-productive wells into the full cost pool on a country-by-country basis. When the Company obtains proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such determination is made, the Company assesses annually whether impairment has occurred, and includes in the amortization base drilling exploratory dry holes associated with unproved properties.

The Company applies a ceiling test to the capitalized cost in the full cost pool. The ceiling test limits such cost to the estimated present value, using a ten percent discount rate, of the future net revenue from proved reserves based on current economic and operating conditions. Specifically, the Company computes the ceiling test so that capitalized cost, less accumulated depletion and related deferred income tax, do not exceed an amount (the ceiling) equal to the sum of: The present value of estimated future net revenue computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current cost) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus the cost of property not being amortized; plus the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less income tax effects related to differences between the book and tax basis of the property. For unproven properties, the Company excludes from capitalized costs subject to depletion, all costs directly associated with the acquisition and evaluation of the unproved property until it is determined whether or not proved reserves can be assigned to the property. Until such a determination is made, the Company assesses the property at least annually to ascertain whether impairment has occurred. In assessing impairment the Company considers factors such as historical experience and other data such as primary lease terms of the property, average holding periods of unproved property, and geographic and geologic data. The Company adds the amount of impairment assessed to the cost to be amortized subject to the ceiling test

j)

Mineral Properties

Pre-exploration Costs

Pre-exploration costs are expensed in the period in which they are incurred.

Exploration and Evaluation Expenditures

Once the legal right to explore a property has been acquired, all costs related to the acquisition, exploration and evaluation of mineral properties are capitalized by property. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the period in which they occur.

When a project has been established as commercially viable and technically feasible, related development costs are capitalized into development costs on the statement of financial position. This includes costs incurred in preparing the site for mining operations.  Capitalization ceases when the mine is capable of commercial production, with the exception of development costs which give rise to a future benefit. Exploration and evaluation assets are also tested for impairment before the assets are transferred to development costs.

When a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of estimated recoveries, are written-off to the statement of operations and comprehensive loss.

9

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NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)

2.

Summary of Significant Accounting Policies (continued)

j)

Mineral Properties (continued)

The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount.

As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized exploration costs.

k)

Asset Retirement Obligations

The Company follows the provisions of ASC 410, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.  As at January 31, 2012, the Company did not have any asset retirement obligation.

l)

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

m)

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements.

3.

Equipment

	Cost $	Accumulated amortization $	January 31, 2012 Net carrying value $	April 30, 2011 Net carrying value $
Computer	1,400	19	1,381	–
Total equipment	1,400	19	1,381	–

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NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)

4.

Oil and Gas Property

The Company entered into a Joint Venture Contract and Operating Agreement dated April 30, 2010, with Patriot Financial Group, and acquired an working interest in the Washom II Lease Project, a three (3) well drilling project located on a 80 acres +/- lease in Rogers County, Oklahoma. The project is a drilling project with plans to produce the Bartlesville oil formation. On May 3, 2010, the Company made a payment of $10,000 to complete the purchase of our interest and received 1% of the working interest revenue generated by the project.

The Company agreed to pay its pro-rata share (based on 1% ownership) of the expense of the operation and maintenance of the wells in addition to the same  pro-rata share of any work-over operation required for the wells, such as service or replacement parts as needed.  A fee totaling Two Hundred ($200) per well, per month for basic operation and maintenance shall be levied among the Working Interest owners. The Company will be offered, on a first right of refusal basis, the opportunity to participate in any future wells drilled on said lease.

As at April 30, 2011, the Company was unable to obtain a valuation report on the property and is uncertain as to future continuance of the project. As such, all capitalized costs of the project have been impaired as at April 30, 2011.

5.

Mineral Property

North Springs Property

On August 2, 2011, the Company entered into the North Springs Property Exploration and Mining Lease and Option to Purchase Agreement (the “Agreement”) with Mountain Gold Claims, LLC Series 15, a Nevada limited liability company (“Mountain Gold”) and Lane A. Griffin (“Griffin”) (collectively referred to as the “Owners”). Pursuant to the Agreement, the Owners leased to the Company (the “Lease”) the right to conduct mineral exploration activities for an initial period of ten years on sixteen unpatented mining claims (the “North Springs Property”) located in Esmeralda County, Nevada. The effective date of the Agreement was July 23, 2011 (the “Effective Date”). Additionally, the Company has the option to purchase the Property for $400,000, subject to a royalty reserved to the Owners.

In exchange for the rights to conduct mineral exploration activities on the Property, the Company is required to provide the following consideration:

	Shares	Cash	Expenditures
10 Days	1,000,000	9,000	–
First Year	–	12,000	10,000
Second Year	–	15,000	25,000
Third Year	–	25,000	50,000
Fourth Year	–	30,000	100,000
Fifth Year	–	50,000	250,000
Total	1,000,000	141,000	435,000

The Company shall pay a production royalty equal to 2% of the net smelter returns, as fully set forth under the terms and conditions of the Agreement. The Company shall pay the applicable Federal, State and County annual mining claim maintenance fees to maintain the Property in good standing.

As at January 31, 2012, the Company issued 2,000,000 shares (after 2 for 1 forward split) and paid $33,000.

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NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)

5.

Mineral Property ( continued)

Gold Star and One Arm Joe Properties

On December 29, 2011, the Company entered into a Joint Venture Agreement with DNP Mining LLLP, an Arizona limited liability partnership, whereby the Company shall form a joint venture with SNP in order to conduct mineral exploration activities on or about various unpatented mining claims situated in the Yavapai County, Arizona, collectively known as the Gold Star and One Arm Joe Properties. Pursuant to the Agreement, the Company can earn up to a 35% interest in the properties as follows:

i.

Phase 1: 20% interest

a.

$100,000 payment to be received on or before December 23, 2011

b.

$400,000 payment to be received on or before January 6, 2012

ii.

Phase 2: 15% interest

Within 60 days of the completion of Phase 1, DNP shall provide the Company with an exploration report issued from a geologist including the results gather from the exploration activities conducted on the properties during Phase 1. Upon receipt of the exploration report, the Company shall have the right to supply funding to finance Phase 2 of the project in the amount of $3,000,000 due within 60 days of receiving of the exploration report.

If the Company does not fund the entire Phase 2 within 60 days of receiving the exploration report then the Company shall forfeit the entire Phase 1 work commitment and its 20% interest will revert to 10% interest in the properties and DNP shall be the sole operator and owner of the properties and hold 90% of the working interest.

As at January 31, 2012, the Company has paid $500,000.

Imperial Property

On January 6, 2012, the Company entered into a Mineral Lease and Agreement with MinQuest, Inc., a Nevada corporation, whereby the Company will have exclusive lease rights to prospect, explore and mine various unpatented mining claims situated in Esmeralda County, Nevada, collectively known as the Imperial Property, for a term of 20 years with the right to renew unless sooner terminated, forfeited or surrendered.

	Lease Payments	Expenditures
Upon Execution	20,000	–
First Year	20,000	250,000
Second Year	20,000	300,000
Third Year	20,000	350,000
Fourth Year	20,000	400,000
Fifth Year	20,000	450,000
Sixth Year	20,000	500,000
Seventh Year	20,000	750,000
Thereafter	20,000	–
Total		3,000,000

The Company shall pay a production royalty equal to 3% of the net smelter returns, as fully set forth under the terms and conditions of the Agreement. The Company shall pay the applicable Federal, State and County annual mining claim maintenance fees to maintain the Property in good standing.

As at January 31, 2012, the Company has paid $20,000.

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NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)

5.

Mineral Property ( continued)

Edum Banso Property

On January 25, 2012, the Company entered into an Earn-In Agreement with Discovery Gold Ghana Limited (DGG), a company organized under the laws of Ghana. Pursuant to the agreement the Company will earn a 10% working interest in the property located in the Edum Banso Region of the Western Region of Ghana upon payment of $1,250,000 as follows:

i.

$150,000 within five days of execution of the agreement

ii.

$100,000 within thirty days of execution of the agreement

iii.

$500,000 on or before July 31, 2012 (the “Second Commitment Payment”), and

iv.

$500,000 on or before December 31, 2012 (the “Third Commitment Payment”)

In addition to earning the 10% working interest discussed above, the Company has the option to earn an additional 25% working interest on the property in exchange for ten million shares of the Company’s common stock. In the event that the value of the Company’s shares is less than $2,500,000 on October 1, 2012, DGG shall have the option to (a) take back the additional 25% working interest from the Company and return the Company’s common shares or (b) keep the Company’s shares and allow the Company to keep the additional 25% working interest.

In the event the Company fails to provide the Second Commitment Payment on or before July 31, 2012, 50% of the Company’s working interest shall automatically revert back to DGG and the Company will have forfeited its right to provide the Third Commitment Payment. DGG shall then have the option to buy back the additional 25% working interest in exchange for $150,000.

As at January 31, 2012, the Company has paid $150,000.

6.

Note Payable

As at January 31, 2012, the Company owed $80,000 (April 30, 2011 - $nil) in a note payable to a non-related party.  The amount owing is unsecured, due interest at 10% per annum, and due on demand.  As of January 31, 2012, the Company recorded accrued interest of $2,888.

7.  Convertible Debenture

On December 21, 2011 the Company issued a convertible drawdown note payable which provided the Company up to $1,000,000 in available financing for a term of one year to a non-related party. On January 19, 2012, the Company amended the convertible drawdown note payable increasing the financing available to $1,750,000 and extending the term of the loan for one year from the date of the amendment. . As at January 31, 2012, the Company owed $830,000 on the convertible drawdown note payable ($130,000 withdrawn December 22, 2011, $500,000 withdrawn on January 9, 2012, and $200,000 withdrawn on January 23, 2012) (April 30, 2011 - $nil). Pursuant to the terms and conditions the drawdown note payable bears interest at 10% per annum and matures on January 19, 2013. The principle amount of the note plus any accrued interest, is convertible into shares of the Company’s common stock based on the average of the five previous closing market prices of the Company’s common stock less 25% rounded up to the nearest whole share. Upon the event of default, the entire principal balance and accrued interest outstanding is due immediately at the option of the holder of the convertible note payable.

In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $418,058 which was recorded as a discount offsetting the convertible drawdown note payable which will be charged to operations over the term of the convertible note. As at January 31, 2012, the Company recorded 10% interest of $4,877 which has been recorded in accounts payable and accrued liabilities.  

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NORTH SPRINGS RESOURCES CORP.

(formerly Aurum Resources Corp.)

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)

8.

Related Party Transactions

a)

As at January 31, 2012, the Company owed $16,070 (April 30, 2011 - $16,070) to the former President and Director of the Company for financing of day-to-day expenditures incurred on behalf of the Company.  The amounts owing are unsecured, non-interest bearing, and due on demand.

b)

As at January 31, 2012, the Company owed $6,985 (April 30, 2011 - $nil) to the President and Director of the Company for unpaid salaries and payment of day-to-day expenditures on behalf of the Company.  The amounts owing are unsecured, non-interest bearing, and due on demand.

c)  As of nine months ended, the Company incurred management fee $4,500 and salary $60,000 to the the President and Director of the Company.

9.

Common Shares

a)

On June 16, 2011, the Company and Board of Directors approved an increase in the authorized number of common shares from 75,000,000 shares to 400,000,000 shares and preferred shares totalling 50,000,000 authorized shares.  In addition, the Company authorized a 100-to-1 forward split of its existing common shares which increased the issued and outstanding common shares from 3,470,000 shares to 347,000,000 common shares.  The effects of the forward split have been applied on a retroactive basis to the Company’s date of inception.    

b)

On August 5, 2011, the Company issued 1,000,000 (after 2 for 1 forward split on August 8, 2011) shares each to Mountain Gold and Griffin for an aggregate of 1,000,000 shares for the right to conduct mineral exploration activities on the North Springs Property. Refer to Note 4.

c)

On August 8, 2011, the Company and Board of Directors approved an increase in the authorized number of common shares from 400,000,000 shares to 750,000,000 shares.  On October 31, 2011, the Company authorized a 2-to-1 forward split of its existing common shares which increased the issued and outstanding common shares from 348,000,000 shares to 696,000,000 common shares.  The effects of the forward split have been applied on a retroactive basis to the Company’s date of inception.    

d)

On December 28, 2011, the Company cancelled 80,000,000 common shares previously held by the Company’s sole officer and director. The shares were subsequently returned to the treasury and back to authorized but unissued status.

As at January 31, 2012, 750,000,000 common shares are authorized and 616,000,000 common shares are outstanding.

10.

Subsequent Events

On February 9, 2012, the Company paid $100,000 to Discovery Gold Ghana for the second part of the initial payment for the Edum Banso Property Earn-In Agreement.

On February 15, 2012, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Hyperion Management Mining SA (“Hyperion”).  Hyperion holds various options to acquire mineral claims in the state of Chihuahua, Mexico, collectively called the Matamoros Claims (the Options).  Under the terms of the Agreement, the Company acquired 10% of the Options.  The Company has agreed to pay the purchase price of $250,000.  The Agreement is attached hereto as exhibit 10.1 and incorporated herein by reference.

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

	January 31, 2012 $	April 30, 2011 $
Current Assets	62,538	-
Current Liabilities	978,764	16,070
Working Capital (Deficit)	(916,226)	(16,070)

Cash Flows

	Nine months ended January 31, 2012 $	Nine months ended January 31, 2011 $
Cash Flows from (used in) Operating Activities	(140,072)	(11,738)
Cash Flows from (used in) Investing Activities	(707,390)	(10,000)
Cash Flows from (used in) Financing Activities	910,000	41,926
Net Increase (decrease) in Cash During Period	62,538	20,188

Operating Revenues

From the Company’s inception on May 22, 2009 to January 31, 2012, the Company did not earn any operating revenues.  

Operating Expenses and Net Loss

Three months ended January 31, 2012

During the three months ended January 31, 2012, the Company incurred operating expenses of $102,836 compared with operating expenses of $365 for the three months ended January 31, 2011.  The increase in operating expenses was attributed to higher operating activity as the Company had cash and assets to incur more day-to-day expenditures.  The Company incurred $26,849 of general and administrative costs and $17,040 in professional fees relating to legal, audit, and accounting fees for SEC reporting as well as due diligence costs for the Company’s acquisition of the North Springs Property, Gold Star and One Arm Joe Property, and Imperial Property during the fiscal year.  The Company also incurred $30,000 in salaries expense to the Company’s President and Director at a rate of $10,000 per month and $28,947 of transfer agent costs relating to filing of Form 8-K documents relating to the acquisition of the property and for share issuance and cancellation transactions during the period.  

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The Company incurred a net loss of $110,674 for the three months ended January 31, 2012 compared with a net loss of $365 for the three months ended January 31, 2011.  In addition to operating expenses, the Company also incurred $12,865 of accretion expense relating to the accretion of the original discount on the convertible note payable, $6,756 of interest expense on the outstanding convertible debenture which is unsecured, bears interest at 10% per annum, and is due on demand, and a gain of $11,783 relating to the change in fair value of the derivative liability from the prior period.  

Nine months ended January 31, 2012

During the nine months ended January 31, 2012, the Company incurred operating expenses of $183,939 compared with operating expenses of $11,738 for the nine months ended January 31, 2011.  The increase in operating expenses was attributed to higher operating activity as the Company had cash and assets to incur more day-to-day expenditures.  The Company incurred $39,116 of general and administrative costs and $48,040 in professional fees relating to legal, audit, and accounting fees for SEC reporting as well as due diligence costs for the Company’s acquisition of the North Springs Property, Gold Star and One Arm Joe Property, and Imperial Property during the fiscal year.  The Company also incurred $60,000 in salaries expense to the Company’s President and Director at a rate of $10,000 per month and $32,283 of transfer agent costs relating to filing of Form 8-K documents relating to the acquisition of the property and for share issuance and cancellation transactions during the period.  

The Company incurred a net loss of $192,785 for the nine months ended January 31, 2012 compared with a net loss of $11,738 for the nine months ended January 31, 2011.  In addition to operating expenses, the Company also incurred $12,865 of accretion expense relating to the accretion of the original discount on the convertible note payable, $7,764 of interest expense on the outstanding convertible debenture which is unsecured, bears interest at 10% per annum, and is due on demand, and a gain of $11,783 relating to the change in fair value of the derivative liability from the prior period.  

Liquidity and Capital Resources

At January 31, 2012, the Company had cash of $62,538 and total assets of $819,909 compared with $nil of cash and total assets at April 30, 2011.  The increase in cash and total assets was attributed to the receipt of $80,000 from the notes payable, $830,000 from the convertible drawdown note payable, and the fair value of the cash and shares issued for the North Springs Property, Gold Star and One Arm Joe Property, and Imperial Property.  

At January 31, 2012, the Company had total liabilities of $978,764 compared with $16,070 at April 30, 2011.  The increase in liabilities was attributed to an increase of $44,627 in accounts payable and accrued liabilities from amounts owing for professional fees and accrued interest, an increase of $6,985 of amounts owing to related parties, $80,000 for issuances of notes payable, and $128,917 of convertible debentures and $702,165 of derivative liability relating to the fair value of the convertible note.

The Company had a working capital deficit of $916,226 at January 31, 2012 compared with $16,070 at April 30, 2011.  The increase in working capital deficit is due to increases in day-to-day operating expenses and mineral property expenditures.

Cashflow from Operating Activities

During the period ended January 31, 2012, the Company used $140,072 of cash for operating activities compared with $11,738 of cash for operating activities during the period ended January 31, 2011.  The change in net cash used in operating activities is attributed to the changes in operating activities noted above in Operating Expenses and Net Loss.

Cashflow from Investing Activities

During the period ended January 31, 2012, the Company used $707,390 of cash for investing activities compared with $10,000 for mineral property expenditures for the period ended January 31, 2011 where the Company incurred $10,000 for acquisition of a working interest in and oil and gas project.   

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Cashflow from Financing Activities

During the period ended January 31, 2012, the Company received $910,000 in financing activities attributed to proceeds received from the issuance of notes payable and convertible debenture, compared with $41,926 received during the period ended October 31, 2010 attributed to amounts from related parties.  

2011 Developments

On August 2, 2011, the Company entered into the North Springs Property Exploration and Mining Lease and Option to Purchase Agreement (the “Agreement”) by and among Mountain Gold Claims, LLC. Series 15, (“Mountain Gold”) and Lane A. Griffin (“Griffin”) (collectively, the “Owner”), whereby the Owner shall lease to the Company (the “Lease”) the right to conduct mineral exploration activities on and in 16 unpatented mining claims collectively known as the North Springs Property (the “Property”), for a term of 10 years (the “Term”), renewable for 5 additional extension terms of 1 year each, with the option to purchase the Property for $400,000, subject to a royalty reserved to the Owner.  As consideration, the Company shall: (i) issue 500,000 shares of common stock each to Mountain Gold and to Griffin, for an aggregate of 1,000,000 shares, within 10 days of the date of this Agreement; (ii) pay applicable federal, state and county annual mining claim maintenance fees to maintain the Property in good standing; (iii) pay a production royalty to Owner equal to 2% of the net smelter returns, per the terms of the Agreement; (iv) pay to Owner lease payments, with 50% of the payments to Mountain Gold and the other 50% to Griffin; and (v) incur work expenditures on or with respect to the Property during the Term.

On August 8, 2011, the Company filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada. As a result of the Certificate of Change, the Company has, among other things, increased the number of authorized shares of common stock of the Company from four hundred million (400,000,000), par value $ 0.001, to seven hundred fifty million (750,000,000), par value $0.001.

On October 31, 2011, the Company effectuated a forward split of its issued and outstanding common shares, whereby every one (1) old share of common stock will be exchanged for two (2) new shares of the Company's common stock. As a result, once the Forward Split is declared effective by the Financial Industry Regulatory Authority, the issued and outstanding shares of common stock will increase from  three hundred forty eight million (348,000,000) shares prior to the Forward Split to six hundred ninety six million (696,000,000) shares following the Forward Split.

Quarterly Developments

On November 22, 2011, the Company entered into an Executive Employment Agreement (the “Agreement”) with Harry Lappa (“Mr Lappa”). Pursuant to the terms and conditions of the Agreement, Mr. Lappa shall service as the Company’s President and Chief Executive Officer and shall assume such other positions as reasonably requested by the Board of Directors commencing August 1, 2011 for a term of one year, which shall automatically be renewed for an additional successive term of one year unless earlier terminated. In exchange for his services, Mr. Lappa shall receive a monthly salary of ten thousand dollars ($10,000) which may be converted into share of the Company’s common stock, at the sole discretion of the Company, per the terms of the Agreement.

On December 2, 2011, the Company issued a $40,000 note payable to a non-related party.  The amount owing is unsecured, due interest at 10% per annum, and due on demand.

On December 28, 2011, the Company requested and instructed their transfer agent to cancel eighty million (80,000,000) shares of the Company’s common stock (the “Shares”), which were previously issued and outstanding and held by the Company’s sole officer and director, Mr. Harry Lappa.  The Company’s transfer agent cancelled and returned the Shares back to authorized but unissued status. 

On December 29, 2011 the Company entered into that certain Joint Venture Agreement (the “JV Agreement”) with DNP Mining LLLP, an Arizona limited liability company (“DNP”), whereby the Company shall form a joint venture with DNP in order to conduct mineral exploration activities on or about various unpatented mining claims situated in Yavapai County, Arizona collectively known as the Gold Star and One Arm Joe Properties (the “Property”).  Pursuant to the JV, the Company shall acquire a twenty percent (20%) working interest in the Property in exchange for paying an aggregate of five hundred thousand dollars ($500,000) in funding for phase 1 of the Property, and the Company has the right to acquire an additional fifteen percent (15%) working interest in the Property upon supplying funding equal to three million dollars ($3,000,000) to finance phase 2 of the Property

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On January 7, 2012, the Company entered into a Property Option Agreement (the “Rio Agreement”) with Guyana AU Corp, Inc. (“GACI”) whereby the Company acquired the right to conduct mineral exploration activities for a term of three (3) years on 12,490 acres of prospective ground.  Additionally, the Company entered into a Property Option Agreement (the “Belo Agreement”) with GACI whereby the Company acquired the right to conduct mineral exploration activities for a term of three (3) ears on 12,560 acres of prospective ground.  The description of the terms of these agreements were reported in a current report on Form 8-K, filed with the SEC on January 10, 2012, and is incorporated herein by reference.

Due to unforeseen delays by GACI in making the title available in a useable way and in a timely fashion, both parties mutually agreed to terminate the agreements, effective February 15, 2012.  There were no penalties incurred by the Company.

On January 8, 2011, the Company, entered into a Minerals Lease and Agreement (the “Imperial Agreement") with MinQuest, Inc., a Nevada corporation ("MinQuest") whereby the Company acquired the right to conduct mineral exploration activities for a term of twenty (20) years (the “Term”) on various unpatented mining claims situated in Esmeralda County, Nevada, collectively known as the Imperial Property (the “Imperial Property”), subject to a three percent (3%) Net Smelter Royalty to be paid to MinQuest.  As consideration, the Company shall pay an aggregate of one hundred forty thousand US dollars ($140,000) to MinQuest and shall provide an aggregate of three million US dollars ($3,000,000) in work commitments over the Term.

On December 21, 2011, the Company issued a ten percent (10%) Convertible Drawdown Promissory Note (the “Drawdown Note”) to Kazuo Holdings, Inc. (“Kazuo”). Pursuant to the Drawdown Note, the Company may borrow up to one million US dollars ($1,000,000) from Kazuo.  The Note earns simple interest accruing at a rate of ten percent (10%) per annum and is due on or before the one (1) year anniversary of the Drawdown Note.  On January 19, 2012, the Company issued Amendment No. 1 (the “Drawdown Note”) to Kazuo Holdings, Inc. (“Kazuo”). Pursuant to the Drawdown Note, the Company may borrow up to one million seven hundred fifty thousand US dollars ($1,750,000) from Kazuo.  The Note earns simple interest accruing at a rate of ten percent (10%) per annum and is due on or before the one (1) year anniversary of the Drawdown Note.  This Drawdown Note amends and supersedes the prior Drawdown Note dated December 21, 2011.  To date, the Company has received the full amount of $1,750,000.

On January 25, 2012, the Company entered into that certain Earn-In Agreement (the “Agreement”) with Discovery Gold Ghana Limited, a company organized under the laws of Ghana (“DGG”).  Pursuant to the Agreement, the Company shall acquire a working interest (the “Working Interest”) in DGG’s interest (“DGG’s Interest”) in that certain mineral concession located in the Edum Banso Region of the Western Region of Ghana (the “Property”), per the terms of the Agreement as follows:

Working Interest:  

The Company shall provide a total of one million two hundred fifty thousand dollars ($1,250,000) to DGG according to the following payment schedule (each a “Commitment Payment”):

(i)

an initial payment of two hundred fifty thousand dollars ($250,000) (the “Initial Payment”), of which one hundred fifty thousand dollars ($150,000) is due within five (5) days of the execution of the Agreement and the remaining one hundred thousand dollars ($100,000) is due within thirty (30) days of the execution of the Agreement;  

(ii)

five hundred thousand dollars ($500,000) on or before July 31, 2012 (the “Second Commitment Payment”); and

(iii)

five hundred thousand dollars ($500,000) on or before December 31, 2012 (the “Third Commitment Payment”).

Upon making the full Initial Payment to DGG, the Company shall acquire a ten percent (10%) Working Interest in DGG’s Interest.  In the event that the Company fails to provide the Second Commitment Payment to DGG on or before July 31, 2012, fifty percent (50%) of the Company’ Working Interest shall automatically revert back to DGG and the Company shall be deemed to have forfeited its right to provide the Third Commitment Payment.  DGG shall then have the option to buy back an additional twenty five percent (25%) of NSRS’ Working Interest in exchange for one hundred fifty thousand dollars ($150,000).  

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Additional Working Interest:

The Company shall acquire an additional twenty five percent (25%) Working Interest in DGG’s Interest (the “Additional Interest”) in exchange for ten million (10,000,000) shares of common stock of the Company.  The Additional Interest is in addition to the ten percent (10%) Working Interest described above.  

In the event that the value of shares is less than two million five hundred dollars ($2,500,000) on October 1, 2012, DGG shall have the option to either: (a) take back the Additional Interest from the Company and return the shares to the Company; or (b) keep the shares and allow the Company to keep the Additional Interest.  If DGG elects option (a), DGG shall notify the Company of its decision in writing within five (5) business days from October 1, 2012.

On February 15, 2012, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Hyperion Management Mining SA (“Hyperion”).  Hyperion holds various options to acquire mineral claims in the state of Chihuahua, Mexico, collectively called the Matamoros Claims (the Options).  Under the terms of the Agreement, the Company acquired 10% of the Options.  The Company has agreed to pay the purchase price of $250,000.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Off-Balance Sheet Arrangements

We have no significant 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 are material to stockholders.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

In March 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-11 (“ASU No. 2010-11”), “Derivatives and Hedging (ASC Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company’s adoption of provisions of ASU No. 2010-11 did not have a material effect on the financial position, results of operations or cash flows of the Company.

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In February 2010, the FASB issued ASU 2010-10 (“ASU No. 2010-10”), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU No. 2010-10 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB issued ASU 2010-09 (“ASU No. 2010-09”), “Subsequent Events (ASC Topic 855): Amendments to Certain Recognition and Disclosure Requirements.”  ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The Company’s adoption of provisions of ASU No. 2010-09 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued ASU 2010-06 (“ASU No. 2010-06”), “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The Company’s adoption of provisions of ASU No. 2010-06 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued an amendment to ASC Topic 505, “Equity”, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The Company’s adoption of the amendment to ASC Topic 505 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued an amendment to ASC Topic 820, “Fair Value Measurements and Disclosure”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The Company’s adoption of the amendment to ASC Topic 820 did not have a material effect on the financial position, results of operations or cash flows of the Company.

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.

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 are not required to provide the information under this item.

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ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").

Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of January 31, 2012.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have 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 our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A.  RISK FACTORS

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

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1.

Quarterly Issuances:

During the quarter, we did not issue any unregistered securities other than as previously disclosed.

2.

Subsequent Issuances:

Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

ITEM 5.  OTHER INFORMATION

None

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ITEM 6.  EXHIBITS

Exhibit Number	Description	Filed
3.01	Articles of Incorporation	Filed with the SEC on June 1, 2010 as part of our Registration Statement on Form S-1.
3.01(a)	Amended and Restated Articles of Incorporation	Filed with the SEC on July 21, 2011 as part of our Current Report on Form 8-K.
3.01(b)	Certificate of Change	Filed with the SEC on August 15, 2011 as part of our Current Report on Form 8-K.
3.02	Bylaws	Filed with the SEC on June 1, 2010 as part of our Registration Statement on Form S-1.
10.01	Joint Venture Contract and Operating Agreement between the Company and Patriot Financial Group dated April 30, 2010	Filed with the SEC on July 29, 2010 as part of our Amended Registration Statement on Form S-1/A.
10.02	Letter Agreement between the Company and Danil Shpeyzer dated August 18, 2010	Filed with the SEC on August 20, 2010 as part of our Amended Registration Statement on Form S-1/A.
10.03	North Springs Property Exploration and Mining Lease and Option to Purchase Agreement by and among the Company, Mountain Gold Claims, LLC. Series 15, and Lane A. Griffin dated August 2, 2011	Filed with the SEC on August 9, 2011 as part of our Current Report on Form 8-K.
10.04	Promissory Note to Kazuo Holdings, Inc. dated August 1, 2011	Filed with the SEC on August 15, 2011 as part of our Current Report on Form 8-K.
10.05	Promissory Note to Kazuo Holdings, Inc. dated September 7, 2011	Filed with the SEC on September 13, 2011 as part of our Current Report on Form 8-K.
10.06	Executive Employment Agreement between North Springs Resources Corp. and Harry Lappa dated November 22, 2011	Filed with the SEC on November 23, 2011 as part of our Current Report on Form 8-K.
10.07	Promissory Note to Kazuo Holdings, Inc. dated December 2, 2011	Filed with the SEC on December 7, 2011 as part of our Current Report on Form 8-K.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
32.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	File by Amendment
101.SCH*	XBRL Taxonomy Extension Schema Document	File by Amendment
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	File by Amendment
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	File by Amendment
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	File by Amendment
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	File by Amendment

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

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

		NORTH SPRINGS RESOURCES CORP.
Dated:     March 21, 2012
		Harry Lappa
		Its:  Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer

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