-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L4KMTXqh1Ve/7g05J7yPt3qbuPEGyADMJUiJ+EOFIM1trrFSCZvi/LLWS7oc+tJ2 fE10u8aPyokIpJGg7i6Scg== 0001002014-08-001128.txt : 20081215 0001002014-08-001128.hdr.sgml : 20081215 20081215155137 ACCESSION NUMBER: 0001002014-08-001128 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081031 FILED AS OF DATE: 20081215 DATE AS OF CHANGE: 20081215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Henix Resources Inc. CENTRAL INDEX KEY: 0001371310 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52747 FILM NUMBER: 081249793 BUSINESS ADDRESS: STREET 1: #41 HUANCHENG ROAD STREET 2: XINJIAN TOWNSHIP, JINYUN COUNTY CITY: ZHEJIANG STATE: F4 ZIP: 321 400 BUSINESS PHONE: 011865783881262 MAIL ADDRESS: STREET 1: #41 HUANCHENG ROAD STREET 2: XINJIAN TOWNSHIP, JINYUN COUNTY CITY: ZHEJIANG STATE: F4 ZIP: 321 400 10-Q 1 hri10q103108.htm HENIX RESOURCES, INC. FORM 10-Q FOR OCTOBER 31, 2008 Henix Resources, Inc. Form 10-Q for October 31, 2008


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]      QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES 
  EXCHANGE ACT OF 1934 
  FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2008 
 
OR   
 
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
  EXCHANGE ACT OF 1934 

Commission file number 000-52747

HENIX RESOURCES, INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

#41 Huancheng Road
Xinjian Township
Jinyun County
Zhejiang, P.R. China
(Address of principal executive offices, including zip code.)

011 86 578 388 1262
(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer   [   ]                       Accelerated Filer   [   ] 
 
Non-accelerated Filer   [   ]  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 [X]    NO [   ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 2,009,000 as of December 12, 2008

 


PART I – FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

 

 

Henix Resources, Inc.   
(An Exploration Stage Company)   
 
October 31, 2008   
 
  Index 
 
Balance Sheets  F–2 
 
Statements of Operations  F–3 
 
Statements of Cash Flows  F–4 
 
Notes to the Financial Statements  F–5 

 

 

 

 

 

 

F-1

-2-


HENIX RESOURCES, INC.
(An Exploration Stage Company)
BALANCE SHEETS
 
ASSETS             
    October 31,     April 30,  
    2008     2008  
    (Unaudited)        
Current Assets:             
 
Cash and Equivalents  $  17,397   $  35,483  
 
Total Assets  $  17,397   $  35,483  
 
LIABILITIES AND SHAREHOLDERS'(DEFICIENCY)             
 
Current Liabilities:             
 
Accrued Liabilities  $  200   $  -  
Due to related party (Note 3(a))    25,554     25,554  
 
         Total Liabilities    25,754     25,554  
 
Contingencies (Note 1)    -     -  
 
Shareholders' (Deficiency):             
 
Preferred Stock, $0.00001 par value,             
100,000, 000 shares authorized             
None issued and outstanding    -     -  
 
Common Stock, $0.00001 par value,             
100,000,000 shares authorized             
2,009,000 issued and outstanding    20     20  
 
Additional Paid-In-Capital    125,640     121,140  
Deficit Accumulated during the Exploration Stage    (134,017 )   (111,231 )
 
         Total Shareholders' (Deficiency)    (8,357 )   (9,929 )
 
         Total Liabilities and Shareholders' (Deficiency)  $  17,397   $  35,483  

 

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-2

-3-


Henix Resources, Inc.
(An Exploration Stage Company)
 
STATEMENTS OF OPERATIONS
 
(UNAUDITED)
 
                         FOR THE PERIOD JANUARY 26, 2006 (INCEPTION) THROUGH OCTOBER 31, 2008  
AND FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2008 AND 2007
 
            January 26,  
    Three   Three   Six   Six   2006  
    Months   Months   Months   Months   (Inception)  
    Ended   Ended   Ended   Ended   To  
    October 31,   October 31,   October 31,   October 31   October 31,  
    2008   2007   2008   2007   2008  
 
REVENUE:  $  -    $ -    $ -    $ -    $ -  
 
EXPENSES:                           
 
General and                           
Administrative (Note 3(b))    7,477   15,039   22,786   24,989   130,517  
Impairment of mineral                           
property costs (Note 4)      -   -        -    3,500  
 
Total Expense    7,477   15,039   22,786   24,989   134,017  
 
Net Loss  $  (7,477 ) $ (15,039 ) $ (22,786 ) $ (24,989 ) $ (134,017 )
 
Basic and diluted                           
   net loss per share  $  (0.00 ) $ (0.01 ) $ (0.01 ) $ (0.01 )    
 
Weighted average shares                           
   used in calculating                           
   basic and diluted                           
   net loss per share    2,009,000   2,009,000   2,009,000   2,009,000      

 

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-3

-4-


Henix Resources, Inc.
(An Exploration Stage Company)
 
STATEMENTS OF CASH FLOWS
 
(UNAUDITED)
FOR THE SIX MONTHS ENDED OCTOBER 31, 2008 AND 2007
 
                January 26, 2006  
    Six Months     Six Months     (Inception)  
    Ended     Ended     To  
    October 31, 2008     October 31 2007,     October 31, 2008  
 
Cash Flows from Operating Activities:                   
 
         Net loss   $  (22,786 ) $  (24,989 ) $  (134,017 )
         Adjustments to reconcile net loss to                   
net cash used in operating activities:                   
                   Donated rent    1,500     1,500     8,250  
                   Donated services    3,000     3,000     16,500  
                   Impairment of mineral property costs    -     -     3,500  
 
         Changes in operating assets and liabilities                   
                   Prepaid expenses    -     -     -  
                   Accrued liabilities    200     -     200  
                   Due to related parties    -     -     26,064  
Net Cash used in Operating Activities    (18,086 )   (20,489 )   (79,503 )
 
Cash Flows from Investing Activities:                   
         Mineral Property Costs    -     -     (3,500 )
Net Cash Used in Investing Activities    -     -     (3,500 )
 
Cash Flows from Financing Activities:                   
                   Advances from related party    -     -     (510 )
                   Repayment to related party    -     (10,000 )   -  
                   Proceeds from common stock subscriptions    -     -     100,910  
Net Cash used in Financing Activities    -     (10,000 )   100,400  
 
Net increase in cash    (18,086 )   (30,489 )   17,397  
Cash-Beginning of period    35,483     75,546     -  
Cash-End of period   $  17,397   $  45,057   $  17,397  
Supplemental Disclosure of Cash Flow Information:                   
                   Income Taxes paid   $  -   $  -   $  -  
                   Interest paid   $  -   $  -   $  -  

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-4

-5-


Henix Resources, Inc.
(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATMENTS
OCTOBER 31, 2008 (UNAUDITED)

1.     

Nature of Operations and Continuance of Business

 
 

The Company was incorporated in the State of Nevada on January 26, 2006. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting by Development Stage Enterprises”. The Company’s principal business is the acquisition and exploration of mineral properties. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

 
 

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at October 31, 2008, the Company has never generated any revenues and has accumulated losses of $134,017 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going con cern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 
 

The Company filed an SB-2 Registration Statement (“SB-2”) with the United States Securities and Exchange Commission to register 2,000,000 shares of common stock for sale at $0.10 per share to raise cash proceeds of $200,000. The SB-2 was declared effective on September 11, 2006. On November 16, 2006, the Company issued 1,009,000 shares of common stock for proceeds of $100,900 pursuant to its SB-2.

 
 
2.     

Summary of Significant Accounting Policies

 
  a)     

Basis of Presentation

 
   

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

 

 

 

F-5

-6-


Henix Resources, Inc.
(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATMENTS
OCTOBER 31, 2008 (UNAUDITED)

2.     

Summary of Significant Accounting Policies (Continued)

 
  b)     

Interim Financial Statements

 
   

The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2008, included in the Company’s Annual Report on Form 10-K filed on July 29, 2008 with the SEC.

 
   

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position at October 31, 2008 and 2007, and the results of its operations and cash flows for the six months then ended. The results of operations for the six months ended October 31, 2008 are not necessarily indicative of the results to be expected for future quarters or the full year.

 
  c)     

Use of Estimates

 
   

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to donated expenses and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other so urces. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 
  d)     

Basic and Diluted Net Income (Loss) Per Share

 
   

The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

 

F-6

-7-


Henix Resources, Inc.
(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATMENTS
OCTOBER 31, 2008 (UNAUDITED)

2.     

Summary of Significant Accounting Policies (Continued)

 
  e)     

Comprehensive Loss

 
   

SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at October 31, 2008 and 2007, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 
  f)     

Cash and Cash Equivalents

 
   

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

 
  g)     

Mineral Property Costs

 
   

The Company has been in the exploration stage since its inception on January 26, 2006 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. 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 No. 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

 
  h)     

Long-lived Assets

 
   

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the carrying value of long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

 
  i)     

Financial Instruments

 
   

The fair values of financial instruments, which include cash, and due to related party, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

 

F-7

-8-


Henix Resources, Inc.
(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATMENTS
OCTOBER 31, 2008 (UNAUDITED)

2.     

Summary of Significant Accounting Policies (Continued)

 
  j)     

Income Taxes

 
   

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

 
  k)     

Foreign Currency Translation

 
   

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 “Foreign Currency Translation”, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 
  l)     

Recent Accounting Pronouncements

 
   

In June 2008, the Financial Accounting Standards Board (“FASB”) issued FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1 concludes that unvested share-based payment awards that contain rights to receive non-forfeitable dividends or dividend equivalents are participating securities, and thus, should be included in the two-class method of computing earnings per share (“EPS”). FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. Early application of EITF 03-6-1 is prohibited. It also requires that all prior-period EPS data be adjusted retrospectively. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

 
   

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS No. 163 requires that disclosures about the risk - -management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures,

 

F-8

-9-


Henix Resources, Inc.
(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATMENTS
OCTOBER 31, 2008 (UNAUDITED)

l)     

Recent Accounting Pronouncements (Continued)

 
 

earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

 
 

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s fi nancial statements.

 
 

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adopti on encouraged. The Company is currently evaluating the impact of SFAS No. 161 on its financial statements, and the adoption of this statement is not expected to have a material effect on the Company’s financial statements.

 
 

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. SFAS No. 141 (revised 2007) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141 (revised 2007) applies prospectively to business combinations for which the acquisition d ate is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

       

 

 

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51”. SFAS No. 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

 

F-9

-10-


Henix Resources, Inc.
(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATMENTS
OCTOBER 31, 2008 (UNAUDITED)

     m)  

Recent Adopted Accounting Pronouncements

 
 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company has not elected the fair value option for any assets or liabilities with SFAS 159.

 
 

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company's reported financial position or results of operations.

 
 
3.     

Related Party Transactions

 
  a)     

As at October 31, 2008, the Company is indebted to the President of the Company in the amount of $25,554 (April 30, 2008 - $25,554), representing cash advances and expenses paid on behalf of the Company. This amount is non-interest bearing, unsecured and due on demand.

 
  b)     

During the six months ended October 31, 2008, the Company recognized $1,500 (2007 - $1,500) for donated rent ($250 per month), and $3,000 (2007 - $3,000) for donated services ($500 per month), for office space and services provided by the President of the Company. These amounts were charged to operations and recorded as additional paid capital.

 
 
4.     

Mineral Property

 
 

In January 2006, the Company acquired a 100% interest in a mineral claim located in the Province of British Columbia, Canada for $3,500. The claim is registered in the name of the President of the Company, who has executed a trust agreement whereby the President agreed to hold the claim in trust on behalf of the Company. The cost of the mineral property was initially capitalized. As at April 30, 2006, the Company recognized an impairment loss of $3,500, as it had not yet been determined whether there were proven or probable reserves on the property.

 

F-10

-11-


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

     This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

     We are a start-up, exploration-stage corporation and have not yet generated or realized any revenues from our business operations. We have completed our public offering and raised $100,900. We believe that the additional cash flows are sufficient for us to meet our routine operational needs in the next twelve months. However, additional financing may be required for us to acquire other mineral properties.

     We will be conducting research in the form of exploration of any other mineral properties we may find and acquire in the future. Our exploration program on existing property was explained in as much detail as possible in the business section of our prospectus filed with the U.S. Securities and Exchange Commission on September 13, 2006. We are not going to buy or sell any plant or significant equipment during the next twelve months.

     The existing property is accessible by traveling southwest of Vernon, British Columbia, along the Okanagan Lake westside road for 15 miles on a good all weather, paved road to the confluence of Whiteman Creek and Okanagan Lake. An all-weather, gravel road is then taken for 11 miles to the west along the Whiteman Creek valley and then south for 3 miles along the southerly trending Hooknose Creek logging road to the center of the HRI mineral claim.

     Our exploration target is to find and acquire other mineral properties containing gold. Our success depends upon finding mineralized material. This includes a determination by our consultant if the property contains reserves. We raised capital for exploration activities which were conducted in the current year. We selected and engaged a consultant, Diamond S. Holdings Ltd., to perform surface work in the existing property including reconnaissance, prospecting, and a sampling program to further confirm our exploration opportunities in the mineral property. However, the results of the work appeared to be less than ideal.

     Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations and you will lose your investment. In addition, we may not have enough money to complete our whole exploration program of any property we are going to find and acquire. If it turns out that we have not raised enough money to complete our acquisition and / or further exploration program, we will try to raise additional funds from a second public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. In we need additional money

-12-


and can’t raise it, we will have to suspend or cease operations.

     We conducted a sampling and testing program to determine what amount of minerals, if any, exist on our existing properties and if any minerals which are found can be economically extracted and profitably processed. The results revealed that further exploration may not be warranted and feasible in economic terms.

     The existing property is undeveloped raw land. To our knowledge, the property has never been mined. Our exploration program results were not favorable and we decided not to perform further exploration on the existing property and must find and acquire other mineral properties for further exploration to find mineralized material.

     We do not know if we will find and acquire other mineral properties containing mineralized material.

     We do not claim to have any minerals or reserves whatsoever at this time on any of the existing property.

     We have implemented an exploration program on the existing property in the current year, which consisted of core sampling. Core sampling is the process of drilling holes to a depth of up to 300 feet in order to extract a sample of earth. Mr. Shao did not receive fees for his services when such exploration program was performed. The samples were tested to determine if mineralized material is located on the property. Based upon the tests of the core samples, we have determined not to proceed with additional exploration of the existing property and to find and acquire other mineral properties. The proceeds from our public offering remaining after such exploration program will be designed to only fund the costs of further acquisition of other mineral proeprties. We have taken our core samples to analytical chemists, geochemists and registered assayers located in Vancouver, British Columbia. Our consultant, Diam ond S. Holdings Ltd., has made selections when performing surface work including a reconnaissance, prospecting, and sampling program to further confirm our exploration opportunities for the mineral property. The sampling and testing program revealed less than ideal results for us to warrant further exploration work. The cost of this sampling and testing program was $2,100.

     If we are unable to find and acquire other mineral properties or to undertake any further exploration because we don't have enough money, we will cease operations until we raise more money. If we can't or don't raise more money, we will cease operations. If we cease operations, we don't know what we will do and we don't have any plans to do anything.

     We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

 

 

-13-


Limited Operating History

     There is limited historical financial information about us upon which to base an evaluation of our performance. We are an exploration-stage corporation and have not generated any revenues from operations. 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, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

     To become profitable and competitive, we must find and acquire other mineral properties and conduct into more comprehensive research and exploration of such properties before we start production of any minerals we may find.

Results of Operations

     We raised $100,900 from our public offering. Of the proceeds, we have spent $78,633.

     We intend to acquire other mineral properties domestically or overseas. However, no such acquisition has materialized as of the date of this report.

Liquidity and Capital Resources

     To meet our need for cash we raised $100,900 from our public offering. As of October 31, 2008, we have $17,397 in cash available. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise enough money to complete our exploration of the property, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others.

     We acquired the rights to conduct exploration on one existing property containing 20 cells. As of the date of this report we have yet to generate any revenues.

     Since inception and up to October 31, 2008, we have issued 2,009,000 shares of our common stock and received $100,910.

     In January 2006, we issued 1,000,000 shares of common stock pursuant to the exemption from registration set forth in section 4(2) of the Securities Act of 1933. In November 2006, we issued 1,009,000 shares of common stock pursuant to our registration statement. The purchase price of the shares issued in January and November were $10 and $100,900, respectively. Both were accounted for as acquisitions of shares. James Shao covered our initial expenses covering incorporation, accounting and legal fees, and other operating expenses of $32,054 and $3,500 for staking, for a total of $35,554, all of which was paid directly to our staker, attorney, accountant, and other vendors. Only during the quarter ended July 31, 2007, $10,000 was repaid to Mr. Shao. The amount owed to Mr. Shao is non-interest bearing, unsecured and due on demand. Further the agreement with Mr. Shao is oral and there is no written document evid encing the agreement.

     As of October 31, 2008, our total current assets were $17,397 and our total current liabilities were $25,754, for a working capital deficit of $8,357.

-14-


ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

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

 
ITEM 4.      CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

     We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this r eport pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Changes in Internal Controls

     We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

Limitations on the Effectiveness of Controls

     Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. 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 a simple error or mistake. Additionally, controls can be circumvented by the indivi dual acts of some persons, by collusion of two or more people, or by management or board override of the 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, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

-15-


Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

CEO and CFO Certifications

     Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

Management’s Report on Internal Control over Financial Reporting

     Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of October 31, 2008 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

     A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of October 31, 2008, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1.    Dual signatures of cheques - The Company only has one cheque signing authority. Management feels that the lack of dual signatures on cheques can increase the likelihood of misappropriation of assets given the fact that there is only one person with signing authority.

2.    We did not maintain proper segregation of duties for the preparation of our financial statements –As of October 31, 2008 the majority of the preparation of financial statements was carried out by one person. In addition, the Company currently only has one officer/director having oversight on all transactions. This has resulted in several deficiencies including:

     a) Significant, non-standard journal entries were prepared and approved by the same person, without being checked or approved by any other personnel within the Company. In addition, approval of significant transactions was not documented as approved by the Company’s Board of Directors.

 

-16-


     b) Lack of control over preparation of financial statements and proper application of accounting policies.

     Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

     As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of October 31, 2008 based on criteria established in Internal Control—Integrated Framework issued by COSO.

     Manning Elliott LLP, an independent registered public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of April 30, 2008.

Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting

     The Company is currently engaged in the review, documentation and remediation of its disclosure controls and procedures. Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:

1.     

We will appoint additional personnel to assist with the preparation of the Company’s financial statements; which will allow for proper segregation of duties, as well as additional manpower for proper documentation.

 
2.     

Our Board of Directors will appoint a member of management to act as the secondary authorized signatory on the Company’s bank account; to decrease the likelihood of misappropriation of the Company’s assets.

 
3.     

We will establish policies to ensure that all significant transactions resulting in non-standard journal entries are reviewed and approved by the Company’s Board of Directors and that approval be documented in the Company’s corporate records.

 

 

 

-17-


PART II. OTHER INFORMATION

ITEM 1A.    RISK FACTORS

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

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

     On September 11, 2006, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective (File number 333-136688) permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share. There was no underwriter involved in our public offering.

     On November 16, 2006, we completed our public offering by selling 1,009,000 shares of common stock at $0.10 per share and raised $100,900. Since completing our public offering we have spent $78,633 of the proceeds on the following:

Accounting  $  23,068 
Legal    21,986 
Transfer Agent    23,688 
Other Operating Expenses    9,891 
TOTAL  $  78,633 

ITEM 6.      EXHIBITS.

     The following documents are included herein:

Exhibit No.      Document Description 
 
31.1  Certification of Principal Executive Officer and Principal Financial Officer pursuant to 
  Section 302 of the Sarbanes-Oxley Act of 2002. 
 
32.1  Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 
  906 of the Sarbanes-Oxley Act of 2002. 

 

 

-18-


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 15th day of December, 2008.

HENIX RESOURCES, INC. 
(Registrant) 
 
BY:     YONGFU ZHU 
  Yongfu Zhu 
  President, Principal Executive Officer, Treasurer, 
  Secretary, Principal Financial Officer, Principal 
  Accounting Officer and sole member of the Board 
  of Directors. 

 

 

 

 

 

 

 

 

 

-19-


EXHIBIT INDEX

Exhibit No.      Document Description 
 
31.1  Certification of Principal Executive Officer and Principal Financial Officer pursuant to 
  Section 302 of the Sarbanes-Oxley Act of 2002. 
 
32.1  Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 
  906 of the Sarbanes-Oxley Act of 2002. 

 

 

 

 

 

 

 

 

 

 

-20-


EX-31.1 2 exh311.htm SARBANES-OXLEY SECTION 302 CERTIFICATION OF CEO AND CFO Sarbanes-Oxley Section 302 Certification of CEO and CFO

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Yongfu Zhu, certify that:

1.     

I have reviewed this 10-Q for the period ending October 31, 2008 of Henix Resources, Inc.;

 
2.     

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 
3.     

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 
4.     

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 
  a.     

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
  b.     

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
  c.     

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
  d.     

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 
5.     

I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 
  a.     

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 
  b.     

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
Date: December 15, 2008  YONGFU ZHU
  Yongfu Zhu 
  Principal Executive Officer and Principal Financial Officer 


EX-32.1 3 exh321.htm SARBANES-OXLEY SECTION 906 CERTIFICATION OF CEO AND CFO Sarbanes-Oxley Section 906 Certification of CEO and CFO

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 

     In connection with the Quarterly Report of Henix Resources, Inc. (the "Company") on Form 10-Q for the period ended October 31, 2008 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Yongfu Zhu, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)     

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(2)     

The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

           Dated this 15th day of December, 2008.

YONGFU ZHU
Yongfu Zhu 
Chief Executive Officer and Chief Financial Officer 

 

 

 

 

 

 


 

-----END PRIVACY-ENHANCED MESSAGE-----