10QSB 1 mainbody.htm MAINBODY mainbody
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

[ ]
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the quarterly period ended ______________
   
[X]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the transition period October 1, 2006 to November 30, 2006
   
 
Commission File Number: 333-134715

Nuance Resources Corp.
(Exact name of small business issuer as specified in its charter)

Nevada
98-0462664
(State or other jurisdiction of incorporation or organization) 
(IRS Employer Identification No.)
 
601-8623 Granville Street, Vancouver, British Columbia, Canada V6P 5A2
(Address of principal executive offices)

778-235-6658
(Issuer’s telephone number)
 
_______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 44,354,000 common shares as of February 9, 2007.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
 



PART I - FINANCIAL INFORMATION




These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-QSB. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the transition period ended November 30, 2006 are not necessarily indicative of the results that can be expected for the full year.


NUANCE RESOURCES CORP.
 
(formerly Farrier Resources Corp.)

(An Exploration Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2006

(Stated in US Dollars)
 
(Unaudited

NUANCE RESOURCES CORP
(formerly Farrier Resources Corp)
(An Exploration Stage Company)
November 30, 2006 and March 31, 2006
(Stated in US Dollars)
(Unaudited)
 
 
November 30,
2006
  
March 31,
2006
ASSETS
      
Current
      
Cash
$
38,799
  
$
104,222
           
LIABILITIES
          
Current
          
Accounts payable and accrued liabilities
$
14,156
  
$
6,306
Due to related party
  
-
    
2,142
           
   
14,156
    
8,448
           
STOCKHOLDERS’ EQUITY (DEFICIENCY)
          
Preferred stock, $0.001 par value shares authorized, none outstanding 10,000,000
          
Common stock, $0.001 par value 270,000,000 shares authorized
(March 31, 2006 - 90,000,000 shares authorized) shares outstanding
(March 31, 2006 - 21,327,000 shares outstanding) 21,354,000
          
Additional paid-in capital
  
95,412
    
93,291
Accumulated other comprehensive loss
  
(58)
 
  
-
Deficit accumulated during the exploration stage
  
(77,829)
 
  
(4,626)
   
24,643
    
95,774
 
$
38,799
  
$
104,222
 
SEE ACCOMPANYING NOTES
NUANCE RESOURCES CORP
(formerly Farrier Resources Corp)
(An Exploration Stage Company)
for the two months ended November 30, 2006 and 2005,
the eight months ended November 30, 2006,
the period July 19, 2005 (Date of Inception) to November 30, 2005 and
for the period July 19, 2005 (Date of Inception) to November 30, 2006
(Stated in US Dollars)
(Unaudited)
 
 
Two months ended
November 30,
  
Eight months
ended
November 30,
2006
  
July 19, 2005
(Date of
Inception) to
November 30,
  
July 19, 2005
(Date of
Inception) to
November 30,
 
2006
  
2005
  
2006
  
2005
  
2006
Expenses
                  
Accounting and audit fees
$
9,808
  
$
-
  
$
23,361
  
$
-
  
$
28,445
Bank charges and interest
  
20
    
25
    
200
    
25
    
287
Foreign exchange gain
  
-
    
(2)
 
  
(55)
 
  
(2)
 
  
(3,561)
Legal fees
  
7,421
    
35
    
21,760
    
2,405
    
24,253
Office expenses
  
883
    
-
    
2,009
    
-
    
2,057
Management fees
  
2,600
    
-
    
9,750
    
-
    
9,750
Mineral property option payments
 - Note 4
  
-
    
-
    
2,274
    
-
    
2,274
Mineral property exploration payments
 - Note 4
  
2,531
    
-
    
12,669
    
-
    
12,669
Transfer and filing fees
  
50
    
-
    
1,235
    
-
    
1,655
                             
Net loss for the period
  
(23,313)
 
  
(58)
 
  
(73,203)
 
  
(2,428)
 
  
(77,829)
                             
Other comprehensive loss:
                            
Foreign currency translation adjustment
  
(29)
 
  
-
    
(58)
 
  
-
    
(58)
                             
Comprehensive loss
$
(23,342)
 
$
(58)
 
$
(73,2610)
 
$
(2,428)
 
$
(77,887)
                             
Basic loss per share
$
(0.00)
 
$
(0.00)
 
$
(0.00)
 
$
(0.00)
 
    
                             
Weighted average number of shares outstanding
  
21,354,000
    
Nil
    
21,353,225
    
Nil
      
 
SEE ACCOMPANYING NOTES
NUANCE RESOURCES CORP
(formerly Farrier Resources Corp)
(An Exploration Stage Company)
for the eight months ended November 30, 2006,
the period July 19, 2005 (Date of Inception) to November 30, 2005 and
for the period July 19, 2005 (Date of Inception) to November 30, 2006
(Stated in US Dollars)
(Unaudited)
 
 
Eight months
ended
November 30,
2006
  
July 19, 2005
(Date of
Inception) to
November 30,
2005
  
July 19, 2005
(Date of
Inception) to
November 30,
2006
Cash Flows used in Operating Activities
          
Net loss for the period
$
(73,203)
 
$
(2,428)
 
$
(77,829)
Change in non-cash working capital items related to operations:
                
Advance on exploration cost
  
-
    
-
    
-
Accounts payable and accrued liabilities
  
7,850
    
905
    
14,156
                 
Net cash used in operating activities
  
(65,353)
 
  
(1,523)
 
  
(63,673)
                 
Cash Flows from Financing Activities
                
Capital stock issued
  
2,130
    
-
    
102,530
Share subscriptions received
  
-
    
100
    
-
Increase (decrease) in due to related party
  
(2,142)
 
  
1,753
    
-
                 
Net cash provided by (used in) financing activities
  
(12)
 
  
1,853
    
102,530
                 
Effect of foreign currency on cash
  
(58)
 
  
-
    
(58)
                 
Increase (decrease) in cash during the period
  
(65,423)
 
  
330
    
38,799
                 
Cash, beginning of the period
  
104,222
    
-
    
-
                 
Cash, end of the period
$
38,799
  
$
330
  
$
38,799
 
SEE ACCOMPANYING NOTES
NUANCE RESOURCES CORP
(formerly Farrier Resources Corp)
(An Exploration Stage Company)
November 30, 2006
(Stated in US Dollars)
(Unaudited)


Note 1. Interim Reporting

The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented. All adjustments are of a normal recurring nature. This report on Form 10-QSB should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s consolidated audited financial statements for the fiscal period ended March 31, 2006. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal period and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s audited consolidated financial statements for the fiscal period ended March 31, 2006, has been omitted.

Note 2 Nature and Continuance of Operations

Organization

The Company was incorporated in the state of Nevada, United States of America on July 19, 2005. The Company was formed for the purpose of acquiring exploration and development stage natural resource properties. On April 3, 2006, the Company incorporated a wholly-owned subsidiary, FRC Explorations Ltd. (a BC Corporation) (“FRC”).

Effective December 28, 2006 the Board of Directors authorized a 3 for 1 forward stock split on the common shares. The authorized number of common shares increased from 90,000,000 to 270,000,000 common shares with a par value of $0.001. All references in the accompanying financial statements to the number of common shares have been restated to reflect the forward stock split.

Effective December 29, 2006 the Company was part of a corporate reorganization (Note 5) and the Company changed its year end to November 30, from March 31.

On January 4, 2007 the Company changed its name to Nuance Resources Corp. (Note 5).


Note 2 Nature and Continuance of Operations - (cont’d)

Exploration Stage Activities

The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. The Company has not commenced business operations.
 
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At November 30, 2006, the Company had not yet achieved profitable operations, has accumulated losses of $77,829 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.

Note 3 Additional Significant Accounting Policies

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which may have been made using careful judgment. Actual results may vary from these estimates.

The consolidated financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary incorporated by the Company, FRC. All significant inter-company balances and transactions have been eliminated on consolidation.


Note 3 Additional Significant Accounting Policies - (cont’d)

Capitalization of Mineral Claim Costs
 
Cost of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred until such time as reserves are proven. Costs incurred in proving and developing a property ready for production are capitalized and amortized over the life of the mineral deposit or over a shorter period if the property is shown to have an impairment in value. Expenditures for mining equipment are capitalized and depreciated over their useful life.
 
If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values.

Note 4 Commitment

 
On May 24, 2006 FRC entered into a property option agreement whereby FRC was granted an option to earn up to an 85% interest in 50 full and 9 fractional mineral claims located in the Eskay Creek Area, Northwestern British Columbia. Consideration for the option is cash payments totalling CDN$100,000 and exploration expenditures of CDN$450,000 as follows:

i)  
Cash payments as follows:

–  
CDN$2,500 upon execution of the Option agreement; (paid)

–  
CDN$2,500 on or before June 30, 2007;

–  
CDN$40,000 on or before June 30, 2008; and

–  
CDN$55,000 on or before June 30, 2009.

   
ii) 
Aggregate exploration expenditures of CDN$12,000 on or before June 30, 2007, CDN$24,000 in aggregate on or before June 30, 2008; CDN$160,000 in aggregate before June 30, 2009; and CDN$450,000 in aggregate before June 30, 2010.


Note 4 Commitment - (cont’d)

During the eight month period ended September 30, 2006, FRC incurred exploration expenditures amounting to $12,669 (CDN$14,295).

 
Upon earning its 85% interest in the option, the Company shall enter into a joint venture agreement to develop and operate the property.

 
On January 11, 2007, the Company abandoned its interest in the property.

Note 5 Subsequent Events - Note 2

 
a)
By a participation agreement dated December 21, 2006, Nuance Exploration Ltd., a wholly-owned subsidiary of Nuance Resources Corp. (“Nuance”) acquired a 100% ownership in the interpretation of 3D seismic data covering four sections of certain land located in the province of Alberta by paying CDN$95,000 (US$82,650) in costs of acquiring and interpreting the seismic data. After completion of the aforementioned payment, should a drillable anomaly be located from the results of the seismic review, the Company will earn the right to participate in the Alberta Crown Land Sale by paying 50% of the land sale costs. By participating, the Company will acquire a 50% interest in the project and will assume 50% of all costs, expenses and risks.

 
b)
On December 29, 2006 the Company incorporated a wholly-owned subsidiary company, Farrier Acquisition, Inc, (“Acquisition Inc.”), a Nevada Corporation.

 
c)
Pursuant to an Agreement of Merger and Plan of Reorganization between the Company, Farrier Acquisition Inc. (“Acquisition Inc”) and Nuance, a Nevada Corporation, on December 29, 2006, Acquisition Inc and Nuance merged and Nuance became the surviving company of the merger. All common shares outstanding of Acquisition Inc. were converted into an equal number of common shares of Nuance. Pursuant to the agreement, on December 29, 2006 the shareholders of record of Nuance exercised their right to exchange their shares on a one for one basis for shares of the Company. Since this transaction will result in the Nuance shareholders owning a majority of the issued and outstanding shares of the Company, this transaction will be accounted for as a reverse acquisition. At this time the Company changed its year end to November 30, from March 31.

 
d)
On January 4, 2007 the Company merged with Nuance. All common shares outstanding of Nuance will be converted into an equal number of common shares of the Company. The Company will be the surviving entity of the merger. Upon completion of the merger the Company changed its name to Nuance Resources Corp.
 
 

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

We were incorporated on July 19, 2005 under the laws of the state of Nevada for the purpose of engaging in mineral exploration.
 
Under the terms of a Property Option Agreement dated On May 24, 2006 between Mr. Dorian Leslie, Ram Explorations Ltd., and FRC, our wholly owned mining exploration subsidiary, we acquired an option to acquire an 85% interest in mineral claims we refer to as the Snipakker mineral claims. The Snipakker mineral claims are located approximately 16 miles west of the Eskay Creek Mine and 10 miles from the Bronson airstrip which is located on the Iskut River to the northwest of the claim area in the Province of British Columbia. We do not have any ownership interest in the property that is covered by the Snippaker mineral claims. These mineral claims consist of 4 mineral tenures comprising a total of 50 complete cells and 9 fractional cells. A cell is a measurement for the area of a mineral claim. A cell in our optioned mineral claim area is roughly square and encloses approximately 50 acres. Our 50 cell plus fractions of cells mineral claim option covers an area of approximately 2,600 acres or approximately 4 square miles.

 
There are no known mineral reserves on the Snipakker mineral claims. Exploration of these mineral claims is required before a final determination as to their viability can be made. We commenced the initial phase of our exploration program commenced in June 2006. Our option on this property is currently unexercised. In the event that we do not exercise our option, we will have no interest in the Snipakker mineral claims and will not be entitled to receive back any monies spent to maintain the option.

Under the terms of the Property Option Agreement, we will be able to exercise our option if we make aggregate payments of $90,000 to the optionor on or before June 30, 2009 and an additional $405,500 in aggregate exploration expenses on or before June 30, 2010. We can exercise our option at any time prior to June 30, 2010 if we pay $90,000 to the optionor and incur $405,500 in exploration expenses on the Snipakker mineral claims. We will either satisfy the payment terms of the Property Option Agreement in the time frame provided thereby resulting in us exercising this option or we will fail to satisfy the payment terms and be in default of the Property Option Agreement. If we are in default of the Property Option Agreement, the optionor can terminate Property Option Agreement if we fail to cure any default within 45 days after the receipt of notice of default. Our option will expire if we are in default of the Property Option Agreement and fail to cure any default within 45 days after the receipt of notice of default.

Under the Property Option Agreement, we will acquire an 85% interest in the Snipakker mineral claims and the optionor will hold the remaining 15% interest if we exercise our option. Ram Exploration Ltd. is the operator of the Snipakker mineral claims. The optionor is responsible for maintaining the mineral claims in good standing with the B.C. Mineral Titles Branch. Ram Exploration Ltd., which refer to as Ram, is owned by our consulting geologist, Mr. Carl von Einsiedel. Ram and is responsible for conducting the exploration activities on the property in accordance with Mr. von Einsiedel’s Geological Report.

Merger Agreement

Subsequent to the reporting period, we consummated an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Nuance Resources Corp., a privately held Nevada corporation (“Nuance”), and Farrier Acquisition, Inc. (“Acquisition Sub”), a our newly formed wholly-owned Nevada subsidiary. In connection with the closing of this merger transaction (the “Merger”), Acquisition Sub merged with and into Nuance, and Nuance became a wholly-owned subsidiary of Farrier Resources Corp. named “Nuance Resources Corp.”

On January 4, 2007, we filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby we would merge with our wholly-owned subsidiary, Nuance Resources Corp., as a parent/ subsidiary merger with us as the surviving corporation. This merger, which became effective as of January 4, 2007, was completed pursuant to Section 92A.180 of the Nevada Revised Statutes. Shareholder approval to this merger was not required under Section 92A.180. Upon completion of this merger, our name was changed to "Nuance Resources Corp." and our Articles of Incorporation have been amended to reflect this name change.

We intend to carry on Nuance’s business, as described below, as our sole line of business. As a
 
 
result, we are abandoning our interest in the Snipakker mineral claims. We have relocated our principal executive offices to 601-8623 Granville Street, Vancouver, B.C., Canada and our telephone number is 778-235-6658.

Plan of Operation

We are engaged in the business of identifying, evaluate, and qualify potential natural gas and oil wells; investing in interests in those wells; and attempting to produce commercially marketable quantities of oil and natural gas from those wells.

The majority of our business will be derived from projects identified by our principals. These persons, specifically James D. Bunney and the other industry professionals Mr. Bunney is responsible to locate and hire, will be the individuals directly responsible for locating and qualifying potential projects, negotiating investments and drilling rights associated with those projects, and overseeing the work required to extract commercially viable quantities of natural gas and oil from those projects. As of the date of this filing, we have not identified any oil or natural gas wells into which we intend to invest. However, we have entered into an agreement with County Line Energy Corp. (“CLE”), which grants us the right to participate in the potential identification, purchase, and development of 2,560 acres of land in Alberta, Canada, known as the Highway 21 Prospect.

Highway 21 Prospect

On December 1, 2006, CLE entered into an agreement with BMW Energy Corp (“BMW”) to acquire its 100% ownership interest in certain reprocessed three-dimensional (“3D”) seismic data from BMW. The seismic data was originally shot in search of shallow Cretaceous Period gas. BMW plans to reprocess the data, analyzing deeper readings in their search for Devonian Period oil reserves deep beneath the surface.

The target of this new exploration program is referred to as the Nisku formation, which is noted for having large oil producing pinnacle reef formations. Historically these Nisku pinnacle reefs have been capable of producing 400-500 barrels of oil per day with reserves of 2-3 million barrels of oil in place.

The area under review consists of 2,560 acres. Two wells have been drilled previously on the property, one in 1951 and the other in 1984. These wells produced an aggregate of approximately 60,000 barrels of light crude oil. BMW’s seismic analysis will determine whether these wells were both located on the fringe of a larger reef complex. There can be no assurance that these wells will contain commercially marketable quantities of oil or natural gas.

Per CLE’s agreement with BMW, CLE paid $82,650 to BMW for the reprocessed 3D seismic data, accompanied by a complete geophysical and geological report covering the 2,560 acre prospect. If the seismic interpretation indicates further development of the property, CLE will post the primary section of land for an Alberta Land Sale. The purchased land will be held 70% by CLE and 30% by BMW.
 
 
CLE will be responsible for 100% of the costs associated with drilling a Nisku Test Well, subject to a gross overriding royalty payable to BMW of 2.5% on oil and 7.5% on natural gas. BMW’s gross overriding royalty will be convertible to a 30% working interest after CLE has recovered its costs from the 3D seismic analysis, the land sale, and the test well.

It is anticipated that two wells may be required to adequately develop this oil pool with an additional possibility of re-entering the previously drilled wells.

We have entered into a Participation Agreement with CLE, whereby we have agreed to reimburse CLE all of the costs associated with analyzing the seismic data and to split equally with CLE all of the costs associated with purchasing and developing the land should the analysis so indicate. In accordance with this agreement, Nuance Exploration Ltd. made a payment of $82,650 to CLE on December 21, 2006 resulting in its ownership of an undivided 100% ownership of such seismic data and the right to participate in the Alberta Crown Land Sale.

We will also be responsible to split equally the costs of any cash calls associated with the project. In return, we will own half of CLE’s participation in the project and be entitled to half of CLE’s profits associated with the project. As CLE will hold 70% of the land and a 70% working interest in the project (equal to 70% of the net revenues) after we reimburse CLE for all development costs, including analysis costs, we will in effect hold 35% of the land and a 35% working interest in the project.

We expect that BMW will have completed their analysis of the 3D seismic data by the end of February 2007. If their analysis of the seismic data is favorable, the group comprised of us, BMW, and CLE will call for a Province of Alberta mineral rights Land Sale to occur before the end of April 2007.

Prior to the Land Sale, we intend to apply for a symbol to be quoted for trading on the NASD Over The Counter Bulletin Board. If we are not quoted for trading prior to the Land Sale, we may be unable to raise sufficient funds through the sale of our securities to the public to purchase the property and continue operations. In the event that we are not approved for trading on the OTCBB, the amount of our participation in the Land Sale will be diminished proportionately by that amount, if any, which we were unable to advance as one half of the Land Sale costs. In the event that our participation is reduced to 5% or less, County Line will have the right to purchase our interest for approximately $8,500 ($10,000 Canadian) and we will have no further interest in the Prospect. The same dilution of interest rules apply to our participation in a Test Well. These dilution rules apply equally to both County Line and our company.

Once the mineral rights to the land are acquired, the total capital outlay for the development of the prospect will be approximately $2,000,000 over a period of approximately 15 months. We will pay one-half of those development costs, unless our participation has been reduced as described above.

In the event that the interpreted seismic data does not indicate a high probability of oil reserves, the data will be of little value, the costs associated with obtaining the data will be written off as a loss, we will not participate in the land sale, and we will seek other opportunities.


Results of Operations for the transition period ended November 30, 2006 and 2005

We did not earn any revenues from inception on July 19, 2005 through the period ending November 30, 2006.

For the two months ended November 30, 2006, we incurred operating expenses of $23,313. For the two months ended November 30, 2005, we incurred operating expenses of $58. Our operating expenses for the two months ended November 30, 2006 primarily consisted of legal fees of $7,421, accounting and audit fees of $9,808, management fees of $2,600 and mineral property exploration payments of $2,531.

Liquidity and Capital Resources

We had cash of $38,799 and working capital of $24,643 as of November 30, 2006.

We are a development stage company and have not attained profitable operations. Our working capital will allow us to fund the analysis of seismic data and possibly purchase the land represented by the data should the analysis so indicate, but we may not have funds sufficient to purchase and develop the land. In order to successfully implement our plan of operation, we will need to obtain additional financing. It is our intention to attempt to raise at least $2,000,000 through the sale of our securities over the next twelve months in order to grow the company.

Off Balance Sheet Arrangements

As of November 30, 2006, there were no off balance sheet arrangements.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that the following accounting policies fit this definition.
 
Capitalization of Mineral Claim Costs
 
Cost of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred until such time as reserves are proven. Costs incurred in proving and developing a property ready for production are capitalized and amortized over the life of the mineral deposit or over a shorter period if the property is shown to have an impairment in value. Expenditures for mining equipment are capitalized and depreciated over their useful life.

If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value.
The amounts recorded as mineral leases and claims
 
 
represent costs to date and do not necessarily reflect present or future values.


We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of November 30, 2006. This evaluation was carried out under the supervision and with the participation of our former Chief Executive Officer and Chief Financial Officer, Mr. Kent Kirby. Based upon that evaluation, our former Chief Executive Officer and Chief Financial Officer concluded that, as of November 30, 2006, our disclosure controls and procedures are effective. There have been no changes in our internal controls over financial reporting during the quarter ended November 30, 2006.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, 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. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance 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. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon 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. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
 
PART II - OTHER INFORMATION


We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.


None


None


No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the transition period ended November 30, 2006.


None



SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Nuance Resources Corp.
   
Date:
February 9, 2007
   
 
By:       /s/ James D. Bunney   
             James D. Bunney
Title:    Chief Executive Officer, Chief Financial Officer and Director