ITEM 1
BUSINESS.
General
NSU Resources Inc. (“The Company”) is a development stage company incorporated on January 17, 2007, under the laws of the State of Nevada. The principal offices are located at 305 James Street, Ontario, Canada K1R 5M8. The telephone number is (705) 253-0339. The Company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Our fiscal year end is December 31.
Description of Business
The Company’s business plan and objective is to use its licensed intellectual property to provide services and capitalize on opportunities relating to renewable energy services, carbon trading, carbon sequestration, and other greenhouse gas emission control, offset and reduction programs worldwide.
Employees
Currently there are only two employees of the Company, whom also serve as directors of the Company; however, several other employees will be needed to implement the Company’s business plan.
Research and Development Expenditures
Since the time of our incorporation we have not incurred any research or development expenditures.
Business Strategy
NSU Resources, Inc. is a mineral exploration and carbon development company. Our mission is to become a vertically integrated provider of Rare Earth Elements using carbon solutions. We are targeting growth from the acquisition of mineral and carbon rights worldwide.
Our strategic growth plan:
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Develop proven NI 43-101 compliant ore inventories from high quality properties with potential for providing topside ore of good quality, have access to cost-effective energy sources, and easy access to qualified labor;
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Develop and/or secure tenure on novel cost-effective and environmentally friendly methodologies for the extraction and purification of Rare Earth Elements;
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Develop B2B relationships with users of Rare Earth Elements metals through the Company's extensive contacts in the renewable energy industry;
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Apply the Company's technologies to ore extracted from other mining complexes;
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Use cashflow from the sales of products to further develop the company's own mining projects; and,
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Create carbon neutral solutions to the mining and renewable energy supply chain.
From Q1-2012 to Q4-2013 NSU Resources, Inc will pursue expansion in the form of various acquisitions that are pertinent to its strategic vision for aggressive growth. Specific deliverables include and are not limited to:
1. The creation of a business plan for the exploitation of Rare Earth Elements from its 4,200 acres of rare earth claims in the Cobequid Fault Area of Nova Scotia, Canada. Said claims are adjacent to or in the vicinity of claims or exploration projects by other mineral exploration companies in the Cobequid Highlands. Reports of the occurrence of Rare Earth Elements have been made with the Nova Scotia Ministry of Natural Resources by exploration companies in the vicinity. Rare Earth Elements are experiencing rapidly increasing demand for use in green technologies from consumer electronics, electric and hybrid vehicles and power storage for alternative energy sources such as wind and solar. For example, the emergence of third generation solar cells with multispectral capabilities and with >40% efficiencies will create significant growth possibilities for the industry. Companies with Rare Earth Elements are re-emerging as a strategic investment opportunity. The first wave started in early 2010 when China began rationing its export of Rare Earth Elements, which led to the emergence of junior miners in the Rare Earths Elements industry.
2. The completion and proving of its technology for the extraction of rare earth minerals using a combination of methodologies that were first developed for the purification of rare chemicals from living tissues. The most exciting aspect on the discovery of Rare Earth Ore minerals in the Cobiquid fault area is the ratio between Heavy Rare Earth Ores (HREO) to the Light Rare Earth Ores (LREO). This is especially significant considering the much greater market value of HREO as compared to LREO. In almost all analyses of the closely related site of Debert Lake the ratio was near or greater than 50% (From Sears 2011). The high levels of HREO over LREO suggests that a mining venture might be economically feasible, provided the costs of ore extraction are in line with the costs of competing mines. The company plans to adapt, prove and patent its unique rare earth extraction process for the ores specifically found in the Cobequid Highlands of Nova Scotia.
3. The demonstration of carbon neutral approaches for the mining sector despite the current lackluster interest in carbon trading schemes, indicates there is still regional interest in Cap and Trade, for example through the Western Climate Initiative. This will permit the Company to augment the yield from Rare Earth Element extraction projects and other mining projects.
The Company was initiated as a provider of carbon offset development solutions (accounting, measuring, reporting, verification and registration) to:
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Companies with the need to model, monitor and report their carbon footprints;
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Companies that emit greenhouse gases and are seeking cost-effective carbon offsets-see below the extensive lists of potential greenhouse gases emitters that are subjected to reporting and cap-and-trade regulations; and,
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Landowners in search of expertise to develop the carbon potential of their properties.
In November 2011, the Company acquired a License for a process for the extraction of rare earths elements. This approach is based on the combination of methodologies that combine plant extraction protocols and carbon neutral approaches.
In November 2010, management of the Company identified the need to pursue carbon opportunities because of international and North American markets in the carbon economy. Namely, carbon offsets are identified registered and/or traded through a number of methodologies/venues (see below) and can be either voluntary or mandated. For example, in Europe, large emitters are subjected to the European Emissions Trading System which is a result of the EU entering into the Kyoto Protocol. In North America, 7 states of the USA and 4 Canadian provinces are members of the Western Climate Initiative. Of these, regulated cap and trade systems are taking place in California and British Columbia. The Company plans to generate revenues from the exploitation of its two licenses: the Lacey Holdings which it entered into on November 4, 2010 and the 1776739 License which it entered into on January 14, 2011.
1.
The Company’s Lacey Holdings license permits us to calculate carbon offsets from the business activities of emitters, which we see as a significant consulting activity. For example, under the Western Climate Initiative (WCI), California’s large industrial entities, including refineries, cement plants, and chemical plants, must report on their emissions starting in 2012 if they emit more than 25,000 MT CO2e per year. Likewise CO2 suppliers are covered entities to the extent that they supply more than 25,000 tons of CO2 per year. Electricity suppliers and generators are also covered entities during the initial phase of the Program. All importers of electricity. Importers of electricity include both retail providers and marketers that import electricity into the WCI region.
2.
Any supplier that within the WCI region distributes transportation fuels in quantities that when combusted would emit 10,000 metric tons CO2e per year or more, in any calendar year starting in 2010.
3.
Any supplier that distributes, within the WCI region, residential, commercial, and industrial fuels in quantities that when combusted would emit 10,000 metric tons CO2e per year or more, in any calendar year starting in 2010.
The technology acquired from Lacey Holdings can be offered to various consulting clients, for example, in assessing the life cycle analysis of different biomass options for the displacement of coal: assessing the carbon footprint of wood biomass, emissions from the combustions municipal solid refuse, emissions from forested, aquatic or agricultural ecosystems or methane emission from coal beds. This technology is derived from a number of scholarly papers that have been authored or co-authored by Dr Luc C Duchesne who is a director of the Company and Director of Ontario 1776729 which is referenced in this section under a separate license agreement. The following is a selected list of scholarly papers which served in the construction of the intellectual property underlying the Lacey Holdings License: 1. WETZEL, S., L. C. DUCHESNE and M. LAPORTE. 2007. Bioproducts from Canada’s forests: new partnerships in the bioeconomy. Springer. 2. ZASADA, J.C., C.W. SLAUGHTER, L.C. DUCHESNE and A.G. GORDON. 1997. Ecological considerations for the North American Boreal forest. International Institute for Applied Systems Analysis, Laxenburg Austria. Pub. No. IR-97-024. 3. LAPORTE, M.F., L. C. DUCHESNE and S. WETZEL. 2003. Effect of rainfall patterns on soil surface CO2 efflux, soil moisture, soil temperature and plant growth in a grassland ecosystem of northern Ontario, Canada: implications for climate change. Biomed Central Ecology, 2: 10-16. 4. TROFYMOW, J.A., T.R. MOORE, B. TITUS, C. PRESCOTT, I. MORRISON, M. SILTANEN, S. SMITH, J. FYLES, R. WEIN, C. CAMIRE. L.C. DUCHESNE, L. KOZAK, M. KRANANBETTER and S. VISSER. 2002. Rates of litter decomposition over six years in Canadian forests: Influence of litter quality and climate. Canadian Journal of Forest Research, 32: 789-804. 5. LAPORTE, M., L.C. DUCHESNE and I. K. MORRISON. 2002. Effect of clearcutting, selection cutting, shelterwood cutting and micro-sites on soil respiration in a tolerant hardwood ecosystem of northern Ontario. Forest Ecology and Management, 174: 565-575. 6. DUCHESNE, L.C. and D.W. LARSON. 1989. Cellulose and the evolution of plant life. Bioscience, 39: 238-241. 7. PRESTON, C.M., J.A. TROFYMOW and L.C. DUCHESNE. 2000. Variability in litter quality and its relationship to litter decay in Canadian forests. Canadian Journal of Botany, 78: 1269-1287. 8. DUCHESNE, L.C. and S. WETZEL. 2000. Effect of clear-cutting, prescribed burning and scarification on litter decomposition in an Eastern Ontario jack pine (Pinus banksiana) ecosystem. International Journal of Wildland Fire, 9:195-201. 9. MOORE, T.J., J. A. TROFYMOW, B. TAYLOR, C. PRESCOTT, C. CAMIRE, L.C. DUCHESNE, J. FYLES, L. KOZAK, M. KRANABETTER, I. MORRISON, M. SILTANEN, S. SMITH, B. TITUS, S. VISSER, R. WEIN and S. ZOLTAI. 1999. Litter decomposition rates in Canadian forests. Global Change Biology, 5: 75-82.
The Lacey Holdings Licence was originally purchased from Dr. Duchesne by Lacey Holdings Inc. which is a private company owned exclusively by Mr Christopher Skinner. Mr. Wilkes, as CEO of Elemental Protective Coatings, while scoping business potential for the Company, identified the Lacey Holdings license as a business opportunity. Furthermore, as management delved into the carbon market and with the emergence of supporting cap-and-trade legislation in California, it became evident that engaging in carbon development projects also offered new business opportunities. Consequently, the Company improved its business plan and made the acquisition of the 1776729 License which permits a greater offering of services than the Lacey Holdings Inc. license. Mr. Duchesne is not a shareholder or a director of Lacey Holdings or related to the only shareholder, officer or director of Lacey Holdings Inc. There is no relationship between Lacey Holdings, the directors of the Company or its management.
Whereas the Lacey Holdings License permits to measure carbon emissions, the 1776729 License agreement permits to develop carbon offset credits for the purpose of taking advantage of recent developments showing that the regulated carbon market is emerging in North America despite the lack of support by the United States Government and the Canadian Government who refuse to ratify the Kyoto Protocol, states and provincial jurisdictions are actively engaged in Cap-and-Trade efforts through the Western Climate Initiative (WCI).
The WCI Partner jurisdictions have developed a comprehensive strategy to reduce regional GHG emissions to 15 percent below 2005 levels by 2020. The figure below shows that 4 Canadian provinces (British Columbia, Manitoba, Ontario and Quebec) and 7 states in the USA (Washington, Oregon, California, Arizona, New Mexico, Montana, Utah) are members of the Western Climate Initiative. In addition 16 States/provinces of Canada, the USA and Mexico enjoy observer status in the Western Climate Initiative, which means they are interested but undecided as of yet.
In Canada, British Columbia spearheads Cap-and-Trade efforts. In November 2010, British Columbia posted its Draft Protocol for Forest Carbon Sequestration from Forests making it the most advanced jurisdiction member of the WCI in Canada. British Columbia is the first Canadian province with a Cap-and-Trade legislation. In the USA, California spearheads the efforts of Cap-and-Trade under the Western Climate Initiative with numerous protocols and methodologies published under The Climate Action Reserve registry. In December 2010, California, a member of the Western Climate Initiative, legislated that carbon offsets from forests are a part of its Cap-and-Trade system. California produces roughly 1.4 percent of the worlds, and 6.2 percent of the total U.S. greenhouse gases. This has two significant consequences that create a business case for the development of carbon credits from Canadian forests:
1. Under the Western Climate Initiative, credits can be traded between province and member state -see insert from www.westernclimateinitiative.org/component/remository/general/program-design/Design-Summary/ page 6:
1. The WCI Cap-and-Trade Program will be composed of the individual jurisdictions’ cap-and-trade programs implemented through state and provincial regulations. Each WCI Partner jurisdiction implementing the cap-and-trade program design will issue “emission allowances” to meet its jurisdiction-specific emissions goal. The total number of available allowances serves as the “cap” on emissions. The allowances can be bought and sold (“traded”). A regional allowance market is created by the Partner jurisdictions recognizing one another’s allowances for compliance. Through this recognition, the emissions allowances issued by each jurisdiction will be usable throughout the jurisdictions for compliance purposes. We note that carbon offset vary in quality as reviewed in “FOREST CARBON OFFSETS: A Scorecard for Evaluating Project Quality” by Julie L. Beane, John M. Hagan, Andrew A. Whitman, John S. Gunn, 2008; and Manomet Center for Conservation Sciences, #MCCS NCI 2008, which heightens the needs for a rigorous approach to the development of carbon offsets from forests.
Management feels that it might be difficult for California emitters to meet their regulated carbon requirements without having to purchase carbon offsets from Canada. According to the Climate Action Reserve’s projections, the projects currently under approval have just under 30 million tons of credits in the pipeline through 2014 that could be used in the California program. Yet the demand for total reduction requirements is projected to exceed 230 million tons between 2012 through 2020 in California alone. Of these, 8% are allowable from forests. The Company believes that emitters will attempt to fill the offset supply gap which will create greater demand pressure on the price point of carbon and also stimulate carbon forest sequestration projects from other jurisdictions of the WCI.
More precisely the 1776729 License provides the Company with the means to engage in carbon development as the license is based on: (1) Knowledge of and/or relationships with technology providers in various manufacturing sectors who own technologies that can be used by carbon emitters to meet emission reduction requirements; (2) Knowledge of and/or relationships with land owners in various countries with interests in providing land bases for the development of biological sequestration offset credits to meet emission reduction requirements; (3) Knowledge of and/or relationships with financial institutions with interest in providing capital for the development of carbon sequestration tools or implementation of novel technologies to meet emissions reduction requirements; and, (4) Knowledge of and/or relationships with purchasers of carbon offsets. 1776729 is a holding company which owns licensed intellectual property from GSN Dreamworks Inc., which is solely owned by our President and CEO Luc Duchesne.
The Company does not currently engage in any business activities that may provide immediate cash flow. We expect to incur expenses without generating any material revenues for the foreseeable future. We anticipate the need to raise funds to support our operations for the next 12 months. We have not identified any sources of additional funding for our continued operations, nor have we committed to a plan for funding if our current assets prove inadequate. During the next 12 months we anticipate incurring costs related to:
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pursuing business opportunities to obtain engagements from clients for the use of our licensed technology;
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preparing our financial statements and having them reviewed and audited; and
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preparing and filing of Exchange Act reports.
We do not anticipate that we will be able to meet these costs without securing additional cash to be loaned by, or invested in us by our stockholders, management or other investors. Management has funded operations thus far but there is no guaranty that management will be able support operations definitely.
1. The creation of a business plan from the exploitation of rare earth minerals from its 4,200 acres of rare earth claims in the Cobequid Fault Area of Nova Scotia, Canada. Said claims are adjacent and in the vicinity of claims by other mineral exploration companies in the Cobequid Highlands and reports of rare earths have been made with Nova Scotia Ministry of Natural Resources by exploration companies in the vicinity. Rare Earth Metals are experiencing rapidly increasing demand for use in green technologies from consumer electronics to electric and hybrid vehicles to power storage for alternative energy sources such as wind and solar. For example the emergence of third generation solar cells with multispectral capabilities and with 40% efficiencies will create significant growth possibilities for the industry. Companies with Rare Earth Elements (REE) are re-emerging as a strategic investment opportunity. The first wave started in early 2010 when China began rationing its export of REE, which led to the emergence of junior miners in the REE industry. The next wave of opportunity in the REE industry is predicated on companies being able to process and purify mineral deposits through the development of leading-edge extraction technologies. As such, REE companies now have to straddle mineral exploitation and R & D. With the strong and proven expertise of our management team we have positioned the company to meet this unique challenge.
2. The completion and proving of its technology for the extraction of rare earth minerals using a combination of methodologies that were first developed for the purification of rare chemicals from living tissues. The most exciting aspect on the discovery of Rare Earth Ore minerals in the Cobiquid fault area is the ratio between Heavy Rare Earth Ores (HREO) to the Light Rare Earth Ores (LREO). This is especially significant considering the much greater market value of HREO as compared to LREO. In almost all analyses of the closely related site of Debert Lake the ratio was near or greater than 50% (From Sears 2011). The high levels of HREO over LREO suggests that that a mining venture might be economically feasible, provided the costs of ore extraction are in line with the costs of competing mines. Indeed HREO are of greater commercial values than LREO.
3. The demonstration of carbon neutral approaches for the mining sector. Despite the current lack of global interest in carbon trading schemes, there exist regional interest in Cap and Trade, for example through the Western Climate Initiative. This will permit to augment the yield from rare earth extraction projects and other mining projects. We intend to create strategic alliances with technology providers for adapting various energy saving or carbon sequestration technologies to permit greater economic yields for the mining sector. When licensed such technologies and approaches will be applicable to the mining industry in general.
Investors must be aware that we have not begun significant operations and we have not generated any revenue. We currently have minimal funds available and in order to continue our business plan we must raise additional proceeds. We will likely be required to borrow proceeds from a shareholder in order to pay expenses associated with filing this report. We cannot provide any guarantee that we will be successful in securing adequate proceeds in the future and failure to do so would result in a complete loss of any investment made into the Company.
Competitive Business Conditions
Carbon trading is a commercial activity that is regulated by specific jurisdictions pursuant to regional legislation or can be voluntary. When regulated (Eg. Europe and Western Climate Initiative), governments compel polluters to reduce their greenhouse gas emissions through technological improvements or through the purchase of carbon offsets (carbon credits). It is an identified risk factor that new legislation may arise in certain jurisdictions that may render the Company’s business plan and knowledge obsolete with respect to carbon credits. With respect to the voluntary trade of carbon credits, there is a significant risk that certain voluntary purchasers of carbon credits may elect to cease the purchase of carbon credits for various reasons that are inherent to their business plans, or because of changing economic, political contexts or other conditions that cannot be controlled by the management of the Company.
Patents and Trademarks
We have no patents or trademarks.
Governmental Regulation
See “Competitive Business Conditions.”
Reports to Security Holders
We file our quarterly and annual report with the Securities and Exchange Commission (SEC), which the public may view and copy at the Public Reference Room at 100 F Street, N.E. Washington D.C. 20549. SEC filings, including supplemental schedule and exhibits, can also be accessed free of charge through the SEC website www.sec.gov.
ITEM 1A
ITEM 1A
RISK FACTORS
Factors Affecting Future Operating Results
This Annual Report on Form 10-K contains forward-looking statements concerning our future programs, expenses, revenue, liquidity and cash needs as well as our plans and strategies. These forward-looking statements are based on current expectations and we assume no obligation to update this information, except as required by applicable laws and regulations. Numerous factors could cause actual results to differ significantly from the results described in these forward-looking statements, including the following risk factors.
Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue activities in which case you could lose your investment.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. As such we may have to cease activities and you could lose your investment.
We currently do not have adequate funds to cover the costs associated with maintaining our status as a Reporting Company.
The Company currently has no cash available. This amount will not be enough to pay the legal, accounting, and filing fees that is required to maintain our status as a reporting company, which is currently estimated at $20,000 for fiscal year 2014. If we can no longer be a reporting company our common stock would no longer be eligible for quotation on the Over-the-Counter Bulletin Board. This would result in there being no public market for an investor to trade our common stock and any investment made would be lost in its entirety.
We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease activities, which would result in a complete loss of any investment made into the Company.
We were incorporated on January 17, 2007 and we have not started our proposed business activities or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. As of December 31, 2013 our net loss since inception is $2,418,899. Based upon current plans, we expect to incur operating losses in future periods. Failure to generate revenues will cause us to suspend or cease activities.
If we are able to complete financing through the sale of additional shares of our common stock in the future, then shareholders will experience dilution.
The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing shareholders. This means that if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding. To raise additional capital we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.
Because there is currently a limited public trading market for our common stock, you may not be able to resell your stock.
Although our common stock is quoted on the Over-the-Counter Bulletin Board (OTCBB) the market is limited. If a market does not develop there would be no central place, such as stock exchange or electronic trading system to resell your shares.
Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.
Our shares are penny stocks are covered by, and subject to, section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.
We are subject to the requirements of section 404 of the Sarbanes-Oxley Act. If we are unable to timely comply with section 404 or if the costs related to compliance are significant, our profitability, stock price and results of operations and financial condition could be materially adversely affected.
We are required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, which require us to maintain an ongoing evaluation and integration of the internal controls of our business. We were required to document and test our internal controls and certify that we are responsible for maintaining an adequate system of internal control procedures for the year ended December 31, 2013
We evaluated our existing controls for the year ended December 31, 2013. Our Chief Executive Officer identified material weaknesses, specifically a poor segregation of duties, in our internal control over financial reporting and determined that we did not maintain effective internal control over financial reporting as of December 31, 2013. The identified material weaknesses did not result in material audit adjustments to our 2013 financial statements; however, uncured material weaknesses could negatively impact our financial statements for subsequent years.
In addition, a material weakness in the effectiveness of our internal controls over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.
Further, we believe that the out-of-pocket costs, the diversion of management’s attention from running the day-to-day operations and operational changes caused by the need to comply with the requirements of Section 404 of the Sarbanes-Oxley Act could be significant. If the time and costs associated with such compliance exceed our current expectations, our results of operations could be adversely affected.
There may be conflicts of interest between our management and our non-management stockholders.
Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. A conflict of interest may arise between our management's personal financial interests and the fiduciary duty to our stockholders. Further, our management's own financial interests may at some point compromise their fiduciary duty to our stockholders. Luc Duchesne and Robert Williams, who are the Company’s sole officers and a majority of its directors, continue to be involved in businesses that operate and commercialize technologies that are similar or related to the Company’s, although those businesses exploit and seek to exploit different applications and opportunities. In addition, although it is anticipated that these individuals will spend significant time and effort developing our business, it is possible that they will be exposed to business or employment opportunities that would conflict with the interests of the Company, or cause them to reduce their efforts on the Company’s behalf or to entirely cease working with the Company. If we and any other businesses with which our officers are involved wish to take advantage of the same opportunity, then the officer and director that is affiliated with both companies would abstain from voting upon the opportunity.
Future success is highly dependent on the ability of management to further develop and implement a business plan, and secure customers.
The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our activities will depend on the availability of finances, opportunities relating to carbon trading, offset and reduction regimes, greenhouse gas emission reduction programs, government regulations and economic conditions in the forestry and timber industries. As we have no operating history or revenue and only minimal assets, there is a risk that we will be unable to consummate a business combination. The Company has had no recent operating history and no revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without realizing significant revenues for the foreseeable future, at least until the market opportunities for the Company’s services and technology develops and the demand for our services becomes more proven and regular. This will likely result in our incurring net operating losses for the foreseeable future. We cannot assure that our business will develop as hoped, or that it will become profitable.
Our business may have no revenues for the foreseeable future.
We are a development stage company and have had no revenues from operations. Although the technologies offer potential, we may not realize any revenues unless and until we successfully develop a revenue stream from the use of existing licenses.
We may issue more shares to raise additional capital, and permit the development of the Company’s business.
As a result, the shareholdings of current shareholders may be diluted. Our Articles of Incorporation authorizes the issuance of a maximum of 275,000,000 shares of common stock. We may issue additional shares from time to time to raise the capital that we anticipate will be required to further develop our business. Any share issuance would be subject to compliance with applicable securities laws and subject to that limitation, unless our Articles of Incorporation are amended with approval of our stockholders. This may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued from time to time may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.
There is limited public market for our Common Stock, and we have never paid dividends on our Common Stock.
There is limited public trading market for our common stock which is listed on OTCQB: NOST and none is expected to develop until our business develops further. Additionally, we have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy. Moreover, a significant number of unregistered securities may not become traded. Pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and any other applicable securities laws or regulations these restrictions will limit the ability of our stockholders to liquidate their investment.
Carbon trading may become obsolete.
Carbon trading is a commercial activity that is either regulated by specific jurisdictions pursuant to regional legislation, or can be voluntary. When regulated (Eg. Europe and Western Climate Initiative), governments compel polluters to reduce their greenhouse gas emissions through technological improvements or through the purchase of carbon offsets (carbon credits). It is an identified risk factor that new legislation may arise in certain jurisdictions that may render the Company’s business plan and knowledge obsolete with respect to carbon credits. With respect to the voluntary trade of carbon credits, there is a significant risk that certain voluntary purchasers of carbon credits may elect to cease the purchase of carbon credits for various reasons that are inherent to their business plans, or because of changing economic, political contexts or other conditions that cannot be controlled by the management of the Company.
Mineral claims may prove non commercial
Although we have acquired options to mineral rights for properties in Nova Scotia, there is a possibility that the claims do not contain ores of commercial values either because of non-economical mineral content, inability to secure financing, inability to secure permitting, inability to extract the minerals economically or any combination of these factors acting in concert.
Limited Operating History; Need for Additional Capital.
Although the Company draws on the expertise on the principals who have been operating private businesses in the renewable energy and forestry sectors, there is no pertinent historical financial information for the Company upon which to base an evaluation of our performance. Our assets and business have not yet generated substantial or recurring revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services. We will require additional financing to cover costs that we expect to incur over the next twelve months. We believe that debt financing will not be an alternative for funding our operations as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or other securities. However, we cannot provide any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations. In the absence of such financing, we will not be able to continue and our business plan will fail.
Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission has adopted certain rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are applicable to "penny stocks". For the purposes relevant to us, a “penny stock” is any equity security that has a market price of less than $5.00 per share or has an exercise or conversion price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
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that a broker or dealer approve a person's account for transactions in penny stocks;
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the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased; and
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that a broker or dealer provide certain detailed market information about the market for the applicable company’s securities.
In order to approve a person's account for transactions involving penny stocks, the broker or dealer must:
(1) obtain financial information, investment experience and investment objectives of the person; and
(2) make a reasonable determination that the proposed transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form:
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sets forth the basis on which the broker or dealer made the suitability determination; and
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that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Following a transaction, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and depress the market value of our stock.
There are additional risks of investing in penny stocks whether in public offerings or in secondary trading, relating to commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.
TEM 1B
UNRESOLVED STAFF COMMENTS
None
ITEM 2
ITEM 2
PROPERTIES.
We do not own any property; the principal offices are located at 305 James Street, Ottawa, Ontario K1R 5M8. The telephone number is (705) 253-0039. The website is www.nsuresources.com.
ITEM 3
ITEM 3
LEGAL PROCEEDINGS.
NSU Resources Inc. is not currently a party to any legal proceedings.
ITEM 4
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
PART II
ITEM 5
ITEM 5
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock is quoted on the Over-the-Counter Bulletin Board (OTCBB) under the ticker symbol NOST. The stock trades are limited and sporadic; there is no established public trading market for our common stock.
Dividends
We did not declare or pay dividends during the Fiscal Year 2013 and do not anticipate declaring or paying dividends in fiscal year 2014.
Securities Authorized for Issuance under Equity Compensation Plans
There is no stock option on place for the company.
Recent Sales of Unregistered Securities
There was no sale of unregistered securities in 2013.
Securities issued in 2013
None.
ITEM 6
ITEM 6
SELECTED FINANCIAL DATA.
Summary of Financial Data
ITEM 7
ITEM 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion is intended to assist in the understanding and assessment of significant changes and trends related to the results of operations and financial condition of NSU Resources Inc. This discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
Critical Accounting Policies
The preparation of our consolidated financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. There have been no material changes to these policies during fiscal 2013.
Plan of Operations
Liquidity and Capital Resources. At the end of fiscal year 2013 we had no cash on hand and we had liabilities of $79,374. We must secure additional funds in order to continue our business. We were required to secure a loan to pay expenses relating to filing this report including legal, accounting and filing fees and may be required to secure additional financing to fund future filings. We believe that we will be able to obtain this loan from a current shareholder of the Company; however we cannot provide any assurance that we will be able to raise additional proceeds or secure additional loans in the future to cover our expenses related to maintaining our reporting company status (estimated at $20,000 for fiscal year 2014). Furthermore, there is no guarantee we will receive the required financing to complete our business strategies; we cannot provide any assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. If we are unable to accomplish raising adequate funds then it would be likely that any investment made into the Company would be lost in its entirety.
Results of Operations. We have generated minimal revenues since inception, including $0 and $5,792 during the years ended December 31, 2013 and 2012. Additionally, we continue to incur administrative costs related to becoming compliant with filing requirements as a public issuer. Such administrative costs totaled $4,895 and $10,455 during the years ended December 31, 2013 and 2012. Since inception we have incurred a loss of $2,418,999 of which $2,127,000 is attributable to impairment losses on assets acquired for common stock.
Off-Balance Sheet Arrangements. None
Contractual Obligations. None
ITEM 7A
ITEM 7A
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We do not currently hold any market risk sensitive instruments entered into for hedging transaction risks related to foreign currencies. In addition, we have not entered into any transactions with derivative financial instruments for trading purposes.
ITEM 8
ITEM 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our financial statements appear beginning on page, immediately following the signature page of this report.
ITEM 9
ITEM 9
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
ITEM 9A(T)
ITEM 9A(T)
CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Management of NSU Resources Inc. is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.
At the end of the period covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of our Principal Executive Officer, Principal Financial and Accounting Officer, Luc C. Duchesne. Based on his evaluation of our disclosure controls and procedures, he concluded that during the period covered by this report, such disclosure controls and procedures were not effective to detect the inappropriate application of US GAAP standards. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”
The Company will continue to create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, the Company will enhance and test our year-end financial close process. Additionally, the Company’s management will increase its review of our disclosure controls and procedures. Finally, we plan to designate individuals responsible for identifying reportable developments. We believe these actions will remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. This assessment is based on the criteria for effective internal control described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that our internal control over financial reporting as of December 31, 2013 was not effective in the specific areas described in the “Disclosure Controls and Procedures” section above and as specifically described in the paragraphs below.
As of December 31, 2013 the Principal Executive Officer/Principal Financial Officer identified the following specific material weaknesses in the Company’s internal controls over its financial reporting processes:
• Policies and Procedures for the Financial Close and Reporting Process - Currently there are no policies or procedures that clearly define the roles in the financial close and reporting process. The various roles and responsibilities related to this process should be defined, documented, updated and communicated. Failure to have such policies and procedures in place amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
• Representative with Financial Expertise - For the year ending December 31, 2013, the Company did not have a representative with the requisite knowledge and expertise to review the financial statements and disclosures at a sufficient level to monitor the financial statements and disclosures of the Company. Failure to have a representative with such knowledge and expertise amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
• Adequacy of Accounting Systems at Meeting Company Needs - The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, and there were no procedures in place or built into the system to ensure that all relevant information is secure, identified, captured, processed, and reported within the accounting system. Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
• Segregation of Duties - Management has identified a significant general lack of definition and segregation of duties throughout the financial reporting processes. Due to the pervasive nature of this issue, the lack of adequate definition and segregation of duties amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
In light of the foregoing, once we have the adequate funds, management plans to develop the following additional procedures to help address these material weaknesses:
• NSU Resources Inc. will create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, we plan to enhance and test our month-end and year-end financial close process. Additionally, our audit committee will increase its review of our disclosure controls and procedures. We also intend to develop and implement policies and procedures for the financial close and reporting process, such as identifying the roles, responsibilities, methodologies, and review/approval process. We believe these actions will remediate the material weaknesses by focusing additional attention and resources in our internal accounting functions. However, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting that occurred during our fiscal year ended December 31, 2013 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
ITEM 9B
ITEM 9B
OTHER INFORMATION.
None.
PART III
ITEM 10
ITEM 10
DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
NSU Resources Inc.’s executive officers and directors and their respective age as of December 31, 2013 are as follows:
Directors:
Executive Officer:
The term of office for each director is one year, or until the next annual meeting of the shareholders.
Biographical Information
Set forth below is a brief description of the background and business experience of our officers and director for the past year.
Luc Duchesne (52), for the past five years, has been President and CEO of Forest BioProducts Inc, a consulting firm in forestry dealing with resource development. Forest BioProducts is owned in majority by Grid Cloud Solutions, Inc. (OTC Pinksheets: GRDC) a publicly trading technology and consulting company in the renewable energy sector, where Mr. Duchesne holds the positions of Director and Chief Technology Officer. He has also been president and CEO of SITTM Technologies Inc, a private biodiesel technology and brokerage firm until February 17, 2011 when it was acquired by MSE Envirotech Corp (OTC Pinksheets: MEVT); and of GSN Dreamworks Inc. (a related party), a private research and development firm involved in opportunities relating to carbon stocks and natural resources.
From 2004 to 2006 Mr. Duchesne was fully engaged in forestry consulting, acting as CEO of Forest BioProducts, providing various services to clients seeking economic opportunities from the exploitation of non-timber values from forest ecosystems such as bioenergy, biomass, pharmaceuticals and nutraceuticals. These activities were reduced to 20% of his time when he took the position of CEO of SITTM Technologies Inc, in 2006. SITTM Technologies Inc. is a privately owned corporation involved in the manufacturing and sales of biodiesel and value added products from fatty acid methyl esters. This took up 60% of his time. He was president of GSN Dreamworks from 2006 continuing until June 2010 when he became CEO of BioCarbon Systems International. From June 2010 to December 2010 he was CEO and director of Bio-Carbon Systems International Inc. He is currently engaged in the full time management of the Company with an effort of at least 40 hours per week.
Mr. Duchesne holds a PhD in plant biochemistry from the University of Guelph, a M.Sc. in Forest Sciences from the University of Toronto (1985) and a B.Sc. in Forest Engineering from Laval University (1983). He has authored or co-authored 85 peer-reviewed scientific articles, book chapters or books. He has developed algorithms and other knowledge relating to carbon stocks and the assessment of the amount of carbon stock found in various natural ecosystems. That intellectual property can be used to validate carbon stocks in the context of carbon trading regimes. Mr. Duchesne was appointed as a director of the Company in large part because of his academic training with respect to forestry matters, his training and experience in the forestry sector, his prior experience as an entrepreneur, and his specific knowledge and understanding of the intellectual property to be exploited by the Company and the business opportunities in which that technology could be applied. Mr. Duchesne anticipates that over the next six months he will devote approximately 160 hours per month to the business of the Company.
Robert Williams (50) received his degree in Chemistry from Acadia University in Nova Scotia (1984) and his Ph.D. from the University of Guelph (1989). Throughout his career he has been involved in the development of projects involving multidisciplinary groups in the research and isolation of materials. Dr. Williams is an expert in research and development and has extensive contacts throughout a variety of industries and brings his unbridled optimism to this project.
Significant Employees
We do not employ any non-officers who are expected to make a significant contribution to its business.
Corporate Governance
Nominating Committee. We have not established a Nominating Committee because of our limited operations; and because we have only two directors and one officer, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.
Audit Committee. We have has not established an Audit Committee because of our limited operations; and because we have only two directors and one officer, we believe that we are able to effectively manage the issues normally considered by a Audit Committee.
Code of Ethics. We have not adopted a Code of Ethics for our principal executive and financial officers.
ITEM 11
ITEM 11
EXECUTIVE COMPENSATION.
Summary Compensation Table
There has been no cash payment paid to the individuals above for services rendered in all capacities to us for the period ended December 31, 2013. There has been no compensation awarded to, earned by, or paid to the executive officer by any person for services rendered in all capacities to us for the fiscal period ended December 31, 2013. No compensation is anticipated within the next six months to any officer or director of the Company.
Stock Option Grants
We did not grant any stock options to the executive officer during the most recent fiscal period ended December 31, 2013.
ITEM 12
ITEM 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table provides the names and addresses of each person known to NSU Resources Inc. to own more than 5% of the outstanding common stock as of December 31, 2013 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of December 31, 2013, the number of shares of Common Stock beneficially owned of record by executive officers, directors and persons who hold 5% or more of the outstanding common stock of the Company.
____________
(1) Shares registered to 1776729 Ontario Corporation a company controlled by Dr. Duchesne, his wife and his son.
ITEM 13
ITEM 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
On April 19, 2012, the Company sold its gold rights from the Byers Brook and Shatter Lake claims of Nova Scotia for 75,000,000 restricted shares of Great Rock Development Corporation, a corporation where Dr. Luc Duchesne also acts as director. The shares of Great Rock Development Corporation were not received and the asset written down to zero as a result. Additionally, the Company entered into an agreement on April 22, 2013 to sell certain mineral rights to Great Rock Development Corporation in exchange for 2,000,000 restricted common shares. Great Rock Development Corporation is a publicly traded corporation with an address at 500 Gran Street, Sault Ste Marie, ON. Dr. Duchesne abstained to vote as director of both corporations. Dr. Duchesne’s interest in Great Rock Development Corporation is less than 1% of all outstanding shares of Great Rock Development Corporation.
During Fiscal Years 2013 and 2012, there were no other material transactions between the Company and any Officer, Director or related party that has not been disclosed in footnote 5 to the financial statements. Additionally, there are no Officers, Directors or other related parties that since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
-
The Officers and Directors;
-
Any person proposed as a nominee for election as a director;
-
Any other person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;
-
Any relative or spouse of any of the foregoing persons who have the same house as such person.
Any future transactions between us and our Officers, Directors, and Affiliates will be on terms no less favorable to us than can be obtained from unaffiliated third parties. Such transactions with such persons will be subject to approval of our Board of Directors.
ITEM 14
ITEM 14
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
During the years ended December 31, 2013 and 2012, the Company incurred auditing expenses of approximately $2,500 and $3,700 which includes bookkeeping and auditing services. There were no other audit related services or tax fees incurred.
PART IV
ITEM 15
ITEM 15
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)
The following documents have been filed as a part of this Annual Report on Form 10-K.
1.
Financial Statements
2.
Financial Statement Schedules.
All schedules are omitted because they are not applicable or not required or because the required information is included in the Financial Statements or the Notes thereto.
3.
Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
__________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
NSU RESOURCES INC.
(Formerly Bio-Carbon Solutions International, Inc.)
(A Development Stage Company)
Financial Statements
December 31, 2013 and 2012
NSU RESOURCES INC.
(Formerly Bio-Carbon Solutions International, Inc.)
(A Development Stage Company)
Financial Statements
December 31, 2013 and 2012
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
NSU Resources, Inc.
Ontario, Canada
We have audited the accompanying balance sheets of NSU Resources, Inc. as of December 31, 2013 and 2012 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NSU Resources, Inc. as of December 31, 2013 and 2012 and the results of its operations and cash flows for the years ended December 31, 2013 and 2012 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note (2) to the financial statements, the Company has suffered recurring losses and has a net capital deficiency. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note (2). The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
/s/ Pritchett, Siler & Hardy, P.C.
Pritchett, Siler & Hardy, P.C.
Salt Lake City, Utah 84111
March 27, 2014
NSU RESOURCES INC.
(Formerly BIO-CARBON SOLUTIONS INTERNATIONAL, INC.)
(A Development Stage Company)
Balance Sheets
See accompanying notes to financial statements.
NSU RESOURCES INC.
(Formerly BIO-CARBON SOLUTIONS INTERNATIONAL, INC.)
(A Development Stage Company)
Statements of Operations
See accompanying notes to financial statements.
See accompanying notes to financial statements.
NSU RESOURCES INC.
(Formerly BIO-CARBON SOLUTIONS INTERNATIONAL, INC.)
(A Development Stage Company)
Statements of Cash Flows
See accompanying notes to financial statements.
NSU RESOURCES INC
(Formerly Bio-carbon Solutions International, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013 and 2012
Results of operations for the period of January 17, 2007 (inception) to December 31, 2011 are unaudited
Note 1 - Nature of Business
The Company was organized January 17, 2007 (Date of Inception) under the laws of the State of Nevada, as DBL Senior Care, Inc. The Company subsequently changed its name on December 11, 2009 to Elemental Protective Coatings Corp, subsequently changed its name on January 27, 2011 to Bio-Carbon Solutions International, Inc., and more recently to NSU Resources Inc on October 31, 2011. The Company provides specialized advisory and value chain management services to those wishing to participate in the carbon development market, especially in the mining sector. The Company has limited operations and in accordance with FASB ASC 915-10, "Development Stage Entities," the Company is considered a development stage company.
The former business of the Company was to provide personal care services to elderly, physically disabled or other home-bound individuals suffering infirmity. During the year ended December 31, 2009, the board of directors changed the Company's focus toward the manufacture and sale of fire retardant products. Currently, the Company focuses on the licensing of certain technologies related to rare earth minerals mining.
Note 2 - Significant Accounting Policies
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 could differ from those estimates.
Cash
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2013 or 2012.
Income taxes
Income taxes are provided for using the liability method of accounting in accordance with FASB ASC Topic 740 (formally SFAS No. 109 “Accounting for Income Taxes”). A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
NSU RESOURCES INC
(Formerly Bio-carbon Solutions International, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013 and 2012
Results of operations for the period of January 17, 2007 (inception) to December 31, 2011 are unaudited
Note 2 - Significant Accounting Policies (continued)
Revenue Recognition
Revenue is recognized when persuasive evidence of an agreement exists, the price is fixed or determinable, goods are delivered or services performed and collectability is reasonably assured. The Company generated revenues of $0 and $5,792 during the years ended December 31, 2013 and 2012.
Share Based Expenses
The Company complies with FASB ASC Topic 718 Compensation-Stock Compensation, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that is based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 primarily focuses on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted FASB ASC Topic 718 upon formation of the Company and expenses share based costs in the period incurred.
Going concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has no cash and no material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.
NSU RESOURCES INC
(Formerly Bio-carbon Solutions International, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013 and 2012
Results of operations for the period of January 17, 2007 (inception) to December 31, 2011 are unaudited
Note 2 - Significant Accounting Policies (continued)
Valuation of Investments in Securities and Securities at fair value - Definition and Hierarchy
FASB ASC 820-10-15 defines fair value, thereby eliminating inconsistencies in guidance found in various prior accounting pronouncements, and increases disclosures surrounding fair value calculations. FASB ASC 820-10-15 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:
Level 1 - unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company at the measurement date.
Level 2 - inputs that are observable in the marketplace other than those inputs classified as Level 1
Level 3 - inputs that are unobservable in the marketplace and significant to the valuation
The Company has no assets or liabilities that are required to be carried at fair value. Accounts payable and related party payables have fair values that approximate the carrying value due to the short term nature of these instruments.
Recent Accounting Pronouncements
The Company has reviewed recently updated accounting standards in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these standards will have a significant effect on its consolidated financial statements.
Net loss per common share
Net loss per share is calculated in accordance with FASB ASC Topic 260 (formerly SFAS No. 128, Earnings Per Share). The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during the periods presented. The Comopany as no common stock equivalents as of December 31, 2013 or 2012, respectively.
NSU RESOURCES INC
(Formerly Bio-carbon Solutions International, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013 and 2012
Results of operations for the period of January 17, 2007 (inception) to December 31, 2011 are unaudited
Note 3 - Stockholders’ Equity
Common stock
The authorized common stock of the Company consists of 275,000,000 shares with a par value of $0.001. The authorized preferred stock of the Company consists of 5,000,000 shares with a par value of $0.001.
Share Issuances
On July 7, 2009, the Board of Directors authorized and a majority of the stockholders of the Company ratified a forward stock split on a ten-for-one basis, resulting in a total of ten post-split shares for each pre-split share that was outstanding as of July 24, 2009. All references to share and per share information in the financial statements and related notes have been adjusted to reflect the stock split on a retroactive basis.
On January 17, 2007, the Company issued 5,555,556 shares of its par value common stock as founders' shares to two officers and directors in exchange for a subscription receivable in the amount of $5,000. The subscription receivable was satisfied on February 2, 2007, with a cash payment of $5,000.
On August 6, 2007, the Company issued an aggregate of 700,000 shares of its $0.001 par value common stock for total cash of $31,500 in a private placement pursuant to Regulation D, Rule 505, of the Securities Act of 1933, as amended.
On November 19, 2009, the Company repurchased and cancelled 4,777,778 shares of its common stock from two of its founding shareholders.
On November 8, 2010, the Company issued 23,333,333 shares of its common stock to purchase software technology valued at $2,100,000.
During the year ending December 31, 2011, the Company issued a total of 6,000,000 shares of its common stock in settlement of wages and loans payable to its former directors for total consideration of $146,991.
During the year ending December 31, 2011, the Company issued a total of 24,000,000 shares of its common stock valued at $17,000 as a prepayment for future royalties.
During the year ending December 31, 2011, the Company issued a total of 100,000,000 shares of its common stock valued at $10,000 as a purchase for gold rights.
During the year ending December 31, 2012, the Company issued a total of 1,500,000 shares of its common stock valued at $20,000 as settlement of wages payable to Mr. John Wilkes.
There were 156,311,131 common shares issued and outstanding at December 31, 2013 and 2012, respectively.
There have been no issuances of preferred stock since inception.
NSU RESOURCES INC
(Formerly Bio-carbon Solutions International, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013 and 2012
Results of operations for the period of January 17, 2007 (inception) to December 31, 2013 are unaudited
Note 4 - Income Taxes
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Pursuant to FASB ASC Topic 740, when it is more likely than not that a tax asset cannot be realized through future income, the Company must provide an allowance for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry-forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry-forward period.
The sources and tax effects of the temporary differences for the periods presented are as follows:
This represents an increase in the net operating loss carry forward of $4,895 and $4,669 for the years ended December 31, 2013 and 2012. A reconciliation of income taxes computed at the United States federal statutory rate of 35% to the income tax recorded is as follows:
NSU RESOURCES INC
(Formerly Bio-carbon Solutions International, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013 and 2012
Results of operations for the period of January 17, 2007 (inception) to December 31, 2013 are unaudited
This represents an increase in the valuation allowance of $1,297 and $1,237 for the years ended December 31, 2013 and 2012. The Company did not pay any income taxes during the years ended December 31, 2013 or 2012, or since inception.
The net federal operating loss carry forward will begin to expire in 2026. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
Note 5 - Related Party Transactions
During the years ended December 31, 2013 and 2012, the Company received loans from its officers totaling $3,330 and $17,359 to fund operations. These loans are non-interest bearing, are due on demand and as such included in current liabilities. Imputed interest has been considered, but determined to be immaterial to the financial statements as a whole.
Note 6 - Subsequent Events
The Company has evaluated subsequent events through the date of this filing and determined there are no material events to disclose.