NILA Nilam Resources Inc (CE)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended October 31, 2012

 

[  ]  Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period ______________to _____________

 

Commission File Number 333-135980

NILAM RESOURCES INC.

(Exact name of small Business Issuer as specified in its charter)

Nevada	98-0487414
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 

Calle Alcanfores 761 - 1701

Miraflores, Lima 18, Peru

Issuer’s telephone number, including area code 1-917-294-4072

 

 

________________________

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

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 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 the 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]

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 56,062,345 Class “A” Common Shares at a par value of $0.001 of the issuer Capital Stock are issued and outstanding as of October 31, 2012 .  The total number of authorized shares is 345,000,000.

 

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PART I - FINANCIAL INFORMATION

Safe Harbor Statement

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

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

Item 1. Financial Statements

The unaudited interim consolidated financial statements of Nilam Resources, Inc. (the “Company”, “Nilam”, “we”, “our”, “us”) follow. All currency references in this report are in U.S. dollars unless otherwise noted.

The accompanying Condensed Consolidated Financial Statements of Nilam Resources, Inc. should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended April 30, 2012. Significant accounting policies disclosed therein have not changed except as noted below.

Nilam Resources

(A Development Stage Company)

Unaudited

(Express in U.S. Dollars)

October 31, 2012

Unaudited Consolidated Balance Sheets	5
Unaudited Consolidated Statements of Operations	6
Unaudited Consolidated Statement of Stockholders Equity (Deficit)	7 - 8
Unaudited Consolidated Statements of Cash Flows	9
Unaudited Notes to the Consolidated Financial Statements	10 - 15

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NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

October 31, 2012

(Stated in US Dollars)

 

 

 

 

 

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NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONTENTS

PAGE	5	INTERIM CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2012 AND APRIL 30, 2012.
PAGE	6	INTERIM CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2012 AND 2011, AND FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO OCTOBER 31, 2012.
PAGE	7-8	INTERIM CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO OCTOBER 31, 2012.
PAGE	9	INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED OCTOBER 31, 2012 AND 2011, AND FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO OCTOBER 31, 2012.
PAGES	10-15	NOTES TO  INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

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NILAM RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM CONSOLIDATED BALANCE SHEET
(STATED IN U.S. DOLLARS)

		October 31, 2012		April 30, 2012
ASSETS
CURRENT ASSETS
Cash	$	592	$	601
Short-term loan  (Note 7)	$	6,020		5,520
Investments and deposits(Note 4)		203,419		548,439
TOTAL ASSETS	$	210,031	$	554,560
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	411,928	$	386,701
Share subscription liability  (Note 5)		69,300		396,319
Due to related parties  (Note 6)		26,496		26,496
TOTAL LIABILITIES		507,724		809,516
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding		-		-
Common stock, $0.001 par value, 345,000,000 shares authorized, 56,095,345 shares and 50,375,595 shares issued and outstanding, respectively (Note 5)		56,095		50,376
Additional paid in capital  (Note 5)		10,944,320		10,620,858
Accumulated deficit during exploration stage		(10,013,032)		(9,990,584)
Accumulated other comprehensive income		(1,285,076)		(935,606)
Total stockholders’ deficit		(297,693)		(254,956)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	210,031	$	554,560

Nature of Operations (Note 1)

Subsequent Events (Note 11)

Approved on Behalf of the Board:

/s/ Shahin Tabatabaei , Director

See accompanying notes to the interim consolidated financial statements.

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NILAM RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(STATED IN U.S. DOLLARS)

	For the Three Months Ended October 31,  2012	For the Three Months Ended October 31, 2011	For the Six Months Ended October 31, 2012	For the Six Months Ended October 31, 2011	For the Period From July 11, 2005 (Inception) to October 31, 2012
OPERATING EXPENSES
Accounting and auditing fees	$        3,000	$         4,620	$       8,286	$       7,432	$     164,045
Consulting fees	-	34,527	6,477	82,717	921,620
Exploration costs and expenses	-	-	-	-	59,555
General and administrative	1,181	1,221	3,294	5,513	74,087
Insurance	-	-	-	-	27,000
Investor relation	-	-	-	-	55,393
Listing and filing fees	1,905	1,340	2,025	1,340	21,733
Legal fees	1,000	3,343	2,500	7,072	117,894
Management fees	-	-	-	-	330,000
Stock-based compensation (Note 6)	-	-	-	-	100,977
Travel	-	-	-	-	14,695
Wages	-	-	-	-	20,630
Impairment of mineral property	-	-			7,308,000
Total Operating Expenses	7,086	45,051	22,582	104,074	9,215,629
LOSS FROM OPERATIONS	(7,086)	(45,051)	(22,582)	(104,074)	(9,215,629)
OTHER INCOME (EXPENSE)
Foreign currency transaction gain	-	(11)	(366)	(11)	638
Interest income	500	-	500	-	508
Loss on settlement of debt	-	-	-	-	(2,243,048)
Gain on sale of mineral properties	-	-	-	1,534,000	1,444,500
Total Other (Expense)/Income	500	(11)	134	1,533,989	(797,402)
NET INCOME (LOSS)	(6,586)	(45,062)	(22,448)	1,429,915	(10,013,031)
Net unrealized gains (losses) on available for sale securities	(120,690)	918,000	(349,470)	(94,000)	(1,285,076)
COMPREHENSIVE INCOME (LOSS)	$   (127,276)	$      872,938	$      (371,918)	$         1,335,915	$ (11,298,107)
Basic and Diluted Income (loss) per Common Share	$         (0.00)	$          (0.01)	$            (0.00)	$             0.03	$            (0.48)
Weighted average number of shares outstanding during the period – basic and diluted	56,095,345	53,015,148	55,597,976	51,868,850	21,002,504

See accompanying notes to the interim consolidated financial statements.

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NILAM RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO October 31, 2012
(STATED IN U.S. DOLLARS)

										Accumulated	Accumulated
	Preferred							Additional		Other	Deficit During
	Stock			Common Stock				Paid-In		Comprehensive	Exploration
	Shares	Amount		Shares		Amount		Capital		Income	Stage		Total
Common stock issued to
founders for cash ($0.01 per
share)	-	$	-	600,000	$	600	$	5,400	$		-	$	6,000
Common stock issued for
cash ($0.10 per share)	-		-	550,000		550		54,450			-		55,000
Net loss for the period from
July 11, 2005 (inception) to
April 30, 2006	-		-	-		-		-			(10,193)		(10,193)
BALANCE, APRIL 30, 2006	-		-	1,150,000		1,150		59,850			(10,193)		50,807
In-kind contribution of stock to officer	-		-	-		-		30,000			-		30,000
Net loss for the year	-		-	-		-		-			(68,479)		(68,479)
BALANCE, APRIL 30, 2007	-		-	1,150,000		1,150		89,850			(78,672)		12,328
In-kind contribution  of property	-		-	-		-		5,000			-		5,000
In-kind contribution  of expenses	-		-	-		-		5,950			-		5,950
Stock-base compensation	-		-	-		-		100,977			-		100,977
Common stock issued for	-		-	10,779		11		269,426			-		269,437
cash ($25 per share)
Net loss for the year	-		-	-		-		-			(342,242)		(342,242)
BALANCE, APRIL 30, 2008	-		-	1,160,779		1,161		471,203			(420,914)		51,450
Common stock issued on
property acquisition	-		-	20,000,000		20,000		7,.180,000			-		7,200,000
In-kind contribution  of expenses	-		-	-		-		56,474			-		56,474
Net loss for the period	-		-	-		-		-			(7,483,077)		(7,483,077)
BALANCE, APRIL 30, 2009	-		-	21,160,779	$	21,161	$	7,707,677			(7,903,991)		(175,153)
In-kind contribution  of expenses	-		-	-		-		7,217			-		7,217
Debt settlement	-		-	16,000,000		16,000		2,064,000			-		2,080,000
Issuance of convertible debentures	-		-					14,000			-		14,000
Net loss for the period	-		-	-		-		-			(2,373,625)		(2,373,625)
.
BALANCE, APRIL 30, 2010	-		-	37,160,779	$	37,161		9,792,894			(10,277,616)		(447,561)
In-kind contribution of expenses	-		-	-		-		4,324			-		4,324
Debt settlement	-		-	12,214,816		12,215		808,527			-		820,742
Issuance of convertible debentures	-		-					1,790			-		1,790
Common stock issued for cash ($0.01 per share)	-		-	1,000,000		1,000		9,000			-		10,000
Net loss for the period	-		-	-		-		-			(632,688)		(632,688)
BALANCE, APRIL 30, 2011	-		-	50,375,595	$	50,376		10,616,535			(10,910,304)	$	(243,393)
In-kind contribution of expenses	-		-	-		-		4,323			-		4,323
Unrealized loss on available for sale investments	-		-	-		-		-		(935,606)			(935,606)
Net income for the year	-		-	-		-		-			919,720		919,720
BALANCE, APRIL 30, 2012	-		-	50,375,595		50,376		10,620,858		(935,606)	(9,990,583)		(254,956)
In-kind contribution of expenses	-		-	-		-		2,162			-		2,162
Unrealized loss on available for sale investments	-		-	-		-		-		(349,470)			(349,470)
Common stock issued for cash ($0.02 per share)	-		-	1,680,000		1,680		31,920			-		33,600
Common stock issued for settlement of debts ($0.02 per share)	-		-	4,039,750		4,039		289,380			-		293,419
Net loss for the period	-		-	-		-		-		-	(22,448)		(22,448)
Total Comprehensive income (loss)
BALANCE, October 31, 2012	-		-	56,095,345		56,095		10,944,320		1,285,076	(10,013,031)		(297,693)

See accompanying notes to the interim consolidated financial statements.

 

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NILAM RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)
(STATED IN U.S. DOLLARS)

		For the Six Months Ended October 31, 2012		For the Six Months Ended October 31, 2011		For the Period From July 11, 2005 (Inception) to October 31, 2012
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net income (loss) for the period	$	(22,448)	$	1,429,915	$	(10,013,032)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of mineral properties		-		-		7,305,000
Gain on sale of mineral properties		-		(1,534,000)		(1,444,500)
Foreign exchange gain/loss		-		-		-
In-kind contribution of expenses		2,162		2,162		80,361
In-kind contribution of shares		-		-		30,003
Accretion interest		-		-		15,790
Loss on debt settlement (Note 5)		-		-		2,243,048
Settlement of accounts payable		-		-		(14,803)
Stock-based compensation		-		-		363,101
Changes in operating assets and liabilities:
Prepaid		-		-		-
Accounts receivable		-		-		-
Accounts payable and accrued expenses		25,227		87,817		1,000,509
Due to related parties		-		-		26,158
Net Cash Used In Operating Activities		4,941		(14,106)		(408,365)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Subscription received in advance		-		(24,540)		-
Subscription for marketable securities		(4,450)				(28,995)
Short-term loan (Note 7)		(500)				(6,020)
Purchase of mineral rights		-		(15,000)		(65,000)
Net Cash Used In Investing Activities		(4,950)		(39,540)		(100,015)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common shares		-		54,872		472,656
Notes payable – related parties		-		-		10,338
Proceeds from convertible debenture		-		-		25,978
Net Cash Provided By Financing Activities		-		54,872		508,972
NET INCREASE (DECREASE) IN CASH		(9)		1,226		592
CASH AT BEGINNING OF PERIOD		601		1,502		-
CASH AT END OF PERIOD	$	592	$	2,728	$	592
Supplemental disclosure of cash flow information (Note 9)
Interest paid		-		-		-
Taxes paid		-		-		-
		-		-		-

See accompanying notes to the interim consolidated financial statements.

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NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF OCTOBER 31, 2012

NOTE 1. NATURE OF OPERATIONS

These consolidated interim financial statements inclusive of the accounts of the Nilam Resources Inc. and its Peruvian subsidiary Nilam Resources Peru SAC. Nilam Resources Inc. (an exploration stage company) (the “Company”) was incorporated under the laws of the State of Nevada on July 11, 2005. The Company is a natural resource exploration company with an objective of acquiring, exploring and if warranted and feasible, developing natural resource properties.   On November 23, 2007, the Company incorporated Nilam Resources Peru SAC, in Peru, as a wholly-owned subsidiary.  The purpose of the new subsidiary is to hold the Company’s Peruvian properties and to carry on such business in Peru as is necessary to maintain, explore and develop the Company’s properties.  The continuation of the Company is in the exploration stage of its mineral property development and to date has not yet established any proven mineral reserves on its existing properties.  The continued operations of the Company and the recoverability of the carrying value of its assets are ultimately dependent upon the ability of the Company to achieve profitable operations.

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. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital.  If the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures.  These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission. The unaudited interim condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. The interim financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of such information. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such rules and regulations. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These interim financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2012, which was filed with the United States Securities and Exchange Commission on July 30, 2012.

The results of operations for the six months ended October 31, 2012 are not necessarily indicative of the results for any subsequent periods or the entire fiscal year ending April 30, 2013.

 

(B) Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Nilam Resources Peru SAC. Intercompany accounts and transactions have been eliminated in consolidation.

(C) Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and revenues and expenses during the year reported.  By their nature, these

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estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions are determining the fair value of transactions involving common stock, valuation and impairment losses on mineral property acquisitions and valuation of convertible debentures.

(D) Cash and Cash Equivalents

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

(E) Mineral Properties

The Company is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment under Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 360-10, “Property Plant and Equipment”. The ASC requires mining companies to consider cash flows related to the economic value of mining assets (including mineral properties and rights) beyond those assets’ proven and probable reserves, as well as anticipated market price fluctuations, when testing the mining assets for impairment in accordance with FASB ASC 360-10.

(F) Investments

The Company classifies Investment as available-for-sale in its Consolidated Balance Sheets. Securities held for indefinite periods of time, including any securities that may be sold to assist in the clearing of payment service obligations or in the management of the investment portfolio, are classified as available-for-sale securities. These securities are recorded at fair value, with the net after-tax unrealized gain or loss recorded as a separate component of stockholder deficit. Realized gains and losses and other than-temporary impairments are recorded in the Consolidated Statements of Income (Loss).

(G) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC 260, “Earnings Per Share.” Basic loss per share includes no dilution and it`s computed by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding for the period.  Diluted earnings per share reflect the potential dilution of securities that could share in the earnings (loss) of the Company.  

The common shares potentially issuable on conversion of outstanding warrants were not included in the calculation of weighted average number of shares outstanding because the effect would be anti-dilutive.

 (H) Income Taxes

The Company accounts for income taxes under FASB ASC 740, “Income Taxes”.  Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to income in the years in which those temporary differences are expected to be recovered or settled.  Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(I) Foreign Currency Translation

The financial statements are presented in United States dollars.  In accordance with FASB ASC 830-30, “Translation of Financial Statements”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Revenue and expenses are translated at average rates of exchange during the year.

Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.

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(J) Business Segments

The Company operates in one industry segment within two geographical areas, Canada and Peru. The mineral property is held solely in the Peru segment.

(K) Concentration of Credit Risk

Cash includes deposits at a Canadian financial institution in US currency which is not covered by either the US FDIC limits or the Canadian CDI limits. The Company has placed its cash in a high credit quality financial institution.

(L) Fair Value of Financial Instruments

FASB ASC 820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB 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. FASB 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, investments, short-term loan and amounts due to related parties.

Pursuant to FASB ASC 820, the fair value of the Company’s cash equivalents, investments, short term loan and amounts due to related parties are determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of its other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

(M) Comprehensive Income

FASB ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements.  During the period ended October 31, 2012, the Company has other comprehensive income related to its investments in marketable securities (Note 4).

(N) Recently Adopted Accounting Policies

In December 2011, the FASB issued Accounting Standards Update (ASU) 2011-10, Property, Plant, and Equipment (Topic 360): Derecognition of in Substance Real Estate-a Scope Clarification. The amendments in this Update affect entities that cease to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt. Under the amendments in this Update, when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance in Subtopic 360-20 to determine whether it should derecognize the in substance real estate. Generally, a reporting entity would not satisfy the requirements to derecognize the in substance real estate before the legal transfer of the real estate to the lender and the extinguishment of the related nonrecourse indebtedness.

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That is, even if the reporting entity ceases to have a controlling financial interest under Subtopic 810-10, the reporting entity would continue to include the real estate, debt, and the results of the subsidiary’s operations in its consolidated financial statements until legal title to the real estate is transferred to legally satisfy the debt. The amendments in this Update should be applied on a prospective basis to deconsolidation events occurring after the effective date. Prior periods should not be adjusted even if the reporting entity has continuing involvement with previously derecognized in substance real estate entities. For public entities, the amendments in this Update are effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012.

For non-public entities, the amendments are effective for fiscal years ending after December 15, 2013, and interim and annual periods thereafter. Early adoption is permitted. Adoption of this policy had no impact on the consolidated financial statements.

In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. In order to defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments, the paragraphs in this Update supersede certain pending paragraphs in Update 2011-05. Entities should continue to report reclassifications out of AOCI consistent with the presentation requirements in effect before Update 2011-05. All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. Nonpublic entities should begin applying these requirements for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. Adoption of this policy had no impact on the consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. The amendments in this Update improve the comparability, clarity, consistency, and transparency of financial reporting and increase the prominence of items reported in other comprehensive income. To increase the prominence of items reported in other comprehensive income and to facilitate convergence of U.S. GAAP and IFRS, the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The amendments require that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. All entities that report items of comprehensive income, in any period presented, will be affected by the changes in this Update. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. For non-public entities, the amendments are effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. The amendments in this Update should be applied retrospectively, and early adoption is permitted. Adoption of this policy had no impact on the consolidated financial statements.

(O) Recent Accounting Pronouncements

In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. The amendments in this Update affect all entities that have financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement. The requirements amend the disclosure requirements on offsetting in Section 210-20-50. This information will enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments and derivative instruments in the scope of this Update. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. This ASU is not expected to have a significant impact on the Company’s financial statements.

NOTE 3. MINERAL PROPERTIES

Llippa Property

On December 10, 2007, the Company, through its wholly owned Peruvian subsidiary, entered into an agreement with MRC 1 Exploraciones EIRL of Peru, to purchase the Llippa Project, Peru, for $100,000. Llippa is a mineral claim consisting of two major mining concessions, the Prospera mine and La Prospera XXI.  During fiscal 2012 the

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Company recorded impairment on the property of $100,000 as there are no plans to continue exploration of the concessions.

NOTE 4. INVESTMENTS AND DEPOSITS

The Company’s investments consist of 29,059,900 shares of Portage Resources Inc.  The shares are carried at their market value at October 31, 2012, with any changes in value being recorded as other comprehensive income.

	Amortized Cost $	Unrealized Gains $	Unrealized Losses $	Fair Value $
October 31, 2012:
Equity securities	$1,488,495	-	(1,285,076)	203,419

NOTE 5. STOCKHOLDERS’ DEFICIT

For the six months ended October 31, 2012, the Company calculated imputed interest of $362 and fair value of a Director's fee of $1,800, which are all reflected as an in-kind contribution of expenses.

On July 12, 2011, the Company signed a subscription agreement for 1,680,000 common shares at $0.02 per share for cash. The shares were issued from treasury on May 16, 2012.

On June 15, 2011, the Company settled accounts payable of $21,272 through the issuance of 1,063,600 common shares with market value of $85,088.  The difference between the carrying amount of the accounts payable and the market value of the common shares has been recorded as compensation expense.  The shares were issued from treasury on May 16, 2012. (Note 6).

On December 1, 2011, the Company settled accounts payable of $28,038 through the issuance of 1,401,900 common shares with market value of $98,133. The difference between the carrying amount of the accounts payable and the market value of the common shares has been recorded as compensation expense.  The shares were issued from treasury on May 16, 2012. (Note 6).

 

On February 1, 2012, the Company settled accounts payable of $19,800 through the issuance of 990,000 common shares with market value of $69,300. The difference between the carrying amount of the accounts payable and the market value of the common shares has been recorded as compensation expense.  As the shares had not been issued from treasury at October 31, 2012, the Company has recorded a liability to issue common stock of $69,300(Note 6).

On December 1, 2011, the Company settled accounts payable of $31,485 through the issuance of 1,574,250 common shares with market value of $110,198.  The difference between the carrying amount of the accounts payable and the market value of the common shares has been recorded as compensation expense.  The shares were issued from treasury on May 16, 2012. (Note 6).

 

NOTE 6. RELATED PARTY TRANSACTIONS

On August 28, 2007, the Company issued a promissory note in the amount of $10,000 to a former director and officer of the Company.  This promissory note is unsecured, bears no interest and is due on demand (Note 4). During fiscal 2008, the former director and officer loaned the Company a further $338. This loan is also unsecured, bears no interest and is due on demand.

As of October 31, 2012, $16,158 was owed to former directors and officers of the Company for expenses paid on behalf of the Company in fiscal 2009 and 2010.

During the period ended October 31, 2012, the Company issued 4,039,750 common shares to a consultant and shareholder of the Company for the settlement of accounts payable of $100,595 in fiscal 2012 (Note 5).

 

Included in the accounts payable is an amount  of $49,031 due to a consultant and shareholder of the Company (April 30, 2012 - $65,917).

 

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NOTE 7. SHORT-TERM LOAN

On November 30, 2011, the Company provided a loan of $5,520 to Portage Resources Inc., due on demand.  The loan bears no interest for six months whereby non-payment after six months should incur a $100 per month non-compounded interest charge. The loan became on-demand on May 31, 2012. During the period ended October 31, 2012, interest accrual of $500 was added to the original loan receivable.

NOTE 8. COMPARATIVE FIGURES

Certain of the comparative figures have been classified to conform to the presentation adopted in the current period.

NOTE 9. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

During fiscal 2012, the Company settled accounts payable of $100,595 through the issuance of 4,039,750 common shares with market value of $293,419 (Notes 5 and 6).

During fiscal 2012, the Company sold its Linderos 4, Linderos 5, Rocas and Rocas I mineral property interests to Portage Resources Inc. in return for 28,500,000 common shares of Portage Resources Inc. valued at $1,459,500.

NOTE 10. CONTINGENCIES

There were no contingencies as at the report date.

NOTE 11. SUBSEQUENT EVENTS

There were no subsequent events as at the report date.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Business Overview and Uncertainties

Nilam Resources, Inc. was incorporated under the laws of Nevada on July 11, 2005.  Our company is in the exploration stage with limited operations.  As reflected in the accompanying financial statements, our Company had a comprehensive loss in the six month period ended October 31, 2012 of ( $371,918) .  We had a net loss from operations of (22,448), an interest income of $500 and an unrealized loss on available for sale of securities of ($349,470). The company also had a negative cash flow from operations of $4,950 for the current period .  

We have not generated any revenues from operations, and further losses from operations are anticipated in the development of the business. This raises substantial doubt about the company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management plans to seek additional capital funding to implement its business plan through private placement and public offerings of common shares in its capital stock.  Additionally, if necessary, the officers or directors may make loans to enable the Company to meet its minimum cash requirements.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide an opportunity for the Company to continue as a going concern.

Our principal office is located at Calle Alcanfores 761 – 1701, Miraflores, Lima 18, Peru.   Our fiscal year ends April 30th.

Changes in Net Loss

The net loss from operations in the quarter ending October 31, 2012 decreased by $37,965 from the quarter ending October 31, 2011.  The net loss for the period ending October 31, 2012 was ($7,086), and the net loss for the period ending October 31, 2011 was ($45,062).

Critical Accounting Policies - Mineral Interest

Nilam Resources, Inc. is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “ Whether Mineral Rights Are Tangible or Intangible Assets ” The Company assesses the carrying costs for impairment under SFAS 144, “ Accounting for Impairment or Disposal of Long Lived Assets” . The Emerging Issues Task Force issued EITF 04-3, Mining Assets: Impairment and Business Combinations requires mining companies to consider cash flows related to the economic value of mining assets (including mineral properties and rights) beyond those assets’ proven and probable reserves, as well as anticipated market price fluctuations, when testing the mining assets for impairment in accordance with SFAS 144.

Pursuant to SFAS No. 144, the recoverability of the acquisition costs associated with the purchase of mineral rights presumes to be insupportable prior to determining the existence of a commercially minable deposit and have to be expensed.

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Going Concern and Uncertainties

Nilam Resources, Inc. was incorporated under the laws of Nevada on July 11, 2005.  Our company is in the exploration stage with limited operations.  As reflected in the accompanying financial statements, our Company had loss in the current period of ($7,086 ), and negative cash flows from operations of $4,950 for the current period .   We have not generated any revenues from operations, and further losses are anticipated in the development of the business. This raises substantial doubt about the company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management plans to seek additional capital funding to implement its business plan through private placement and public offerings of common shares in its capital stock.  Additionally, if necessary, the officers or directors may make loans to enable the Company to meet its minimum cash requirements.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide an opportunity for the Company to continue as a going concern.

Our principal office is located at Calle Alcanfores 761 - 1701, Miraflores, Lima 18, Peru.   Our fiscal year ends April 30th.

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 is material to stockholders.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position.  The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Item 3.  QUALITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

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Item 4.  CONTROLS and PROCEDURES OVER FINANCIAL REPORTING

Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures.

Our management, which includes our CEO, president and sole director, who is also the principal financial officer of the Company, has further evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-15(e) as of the end of the period covered by this report. Based on that evaluation, the management has concluded that there was a material weakness affecting our internal control over financial reporting and, as a result management concluded that our disclosure controls and procedures were not effective as of October 31, 2012.

Management’s Report on Internal Control over Financial Reporting.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. The Company’s internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing 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 is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

The management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of October 31, 2012 based on the criteria for effective internal control over financial reporting established in “Internal Control - Integrated Framework,” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.  In its evaluation, Management evaluated whether the Company had sufficient “preventive controls” which are controls that have the objective of preventing the occurrence of errors or fraud that could result in a misstatement of the financial statements, and “detective controls” which have the objective of detecting errors or fraud that has already occurred that could result in a misstatement of the financial statements.   In its evaluation, Management considered whether there were sufficient internal controls over financial reporting, in the context of the Company’s control environment, financial risk assessment, internal control activities, monitoring, and communication to determine whether sufficient controls are present and functioning effectively.  Based upon this assessment, we determined that there was a material weakness affecting our internal control over financial reporting and, as a result of that weakness, our internal control over financial reporting was not effective as of October 31, 2012 .  The material weakness has been disclosed to, and reviewed with, our independent auditor.

Management’s Remediation Initiatives

The Company recognizes the importance of implementing and maintaining disclosure controls and procedures and internal controls over financial reporting and is working to implement an effective system of controls.   Management is currently evaluating avenues for mitigating our internal controls weaknesses, but mitigating controls that are practical and cost effective based on the size, structure, and future existence of our organization.  Since the Company has not engaged in any substantive operations since the loss of the right to purchase the Pativilca Mineral Property in Peru, or generated any significant revenues, the Company is limited in its options for remediation efforts. Management, within the confines of its budgetary resources, will engage its outside accounting firm to assist with an assessment of the Company’s internal controls over financial reporting on an on-going basis.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake.  The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Projections of any evaluation of controls effectiveness to future periods are subject to risks.  

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

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Changes in internal control over financial reporting

Except as noted above, there have been no changes during the quarter ended October 31, 2012 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

Inherent Limitations on Effectiveness of Controls

The Company’s management does not expect that our Disclosure Controls or our internal control over financial reporting will prevent or detect all error and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.  The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake.  Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls.  The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Projections of any evaluation of controls effectiveness to future periods are subject to risks.  Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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PART II OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

As of October 31, 2012, the end of the quarterly period covered by this report, the Company was not subject to any legal proceedings.  

Item 1A.  RISK FACTORS

Inherent Risks in Our Business and the Mining Industry

The search for valuable minerals as a business involves substantial risks.  The likelihood of our success and success in the mining industry must be considered in light of the substantial risks, problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that the Company plans to undertake. These potential problems include, but are not limited to, the inherent speculative nature of exploration of mining properties, numerous hazards including pollution, cave-ins and other hazards against which we cannot, or may elect not to, insure, burdensome government regulations and other legal uncertainties, market fluctuations relating to the minerals and metals which we seek to exploit, other unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

Compliance with Government Regulation

The Company will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Peru.

The Company will have to sustain the cost of reclamation and environmental mediation for all exploration and development work undertaken.  The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the currently planned work programs.  Because there is presently no information on the size, tenor, or quality of any resource or reserves at this time, it is impossible to assess the impact of any capital expenditures on earnings or our competitive position in the event a potentially economic deposit is discovered.

If the Company enters into production, the cost of complying with permit and regulatory environment laws will be greater than in the exploration phases because the impact on the project area is greater.  Permits and regulations will be required.

·

Water discharge will have to meet water standards;

·

Dust generation may have to be minimal or otherwise re-mediated;

·

Dumping of material on the surface may have to be re-contoured and re-vegetated;

·

An assessment of all material to be left on the surface will need to be environmentally benign;

·

Ground water will have to be monitored for any potential contaminants;

·

The socio-economic impact of the project will have to be evaluated and if deemed negative, will    have to be re-mediated; and

·

There will likely have to be an impact report of the work on the local fauna and flora.

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

The company did not have any unregistered sales of equity securities in this period.  

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Item 3.  DEFAULTS UPON SENIOR SECURITIES

None.  

Item 4.  MINE SAFETY DISCLOSURES

The company did not have any mining safety or health hazard issue.

Item 5.  OTHER INFORMATION

As of October 31, 2012, all warrants were expired.

Item 6.  EXHIBITS AND REPORT ON FORM 8-K

31.

Certification of Mr. Shahin Tabatabaei, Chief Executive Officer and Acting Chief Financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes Oxley Act of 2002.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on this behalf by the undersigned, thereunto duty authorized.

	Nilam Resources, Inc.
Dated December 15, 2012
	/s/ Shahin Tabatabaei
	Shahin Tabatabaei
	CEO and Acting CFO

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