UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM S-1


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


NOGALES RESOURCES CORP.

(Exact name of Registrant as specified in its charter)


Nevada

1000

35-2510378

(State or other jurisdiction of incorporation

or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification Number)

 

  

  

PO Box 80, Calle Columbia

Colonia 5 de Diciembre

Puerto Vallarta, CP48351

Jalisco, México

  

  

(address of principal executive offices)

  

  

  

  

  

Registrant's telephone number, including area code:

(775) 624-9078  

  

  

  

Nevada Agency and Transfer Company

50 West Liberty Street, Suite 880

Reno, Nevada 89501

  

  

(Name and address of agent for service of process)

  

  

  

  

  

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement .


If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box |X|


If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|__|


If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|__|


If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|__|


If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.|__|


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


Large accelerated filer |__|

Accelerated filer |__|

Non-accelerated filer |__|

Smaller reporting company |X|



 




CALCULATION OF REGISTRATION FEE

TITLE OF EACH

CLASS OF

SECURITIES

TO BE

REGISTRATION

AMOUNT TO

BE REGISTERED

PROPOSED MAXIMUM

OFFERING PRICE PER SHARE(1)

PROPOSED  MAXIMUM

AGGREGATE OFFERING PRICE(2)

AMOUNT OF

REGISTRATION FEE

Common Stock

1,500,000

$0.0075

$11,250.00   

$1.45


(1)  This price was arbitrarily determined by Nogales Resources Corp.

(2)  Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act.


THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

 


































2




PROSPECTUS

NOGALES RESOURCES CORP.

1,500,000

SHARES OF COMMON STOCK

INITIAL PUBLIC OFFERING

___________________


SUBJECT TO COMPLETION, Dated September 29, 2014


This prospectus relates to our offering of 1,500,000 new shares of our common stock at an offering price of $0.0075 per share. The offering will commence promptly after the date of this prospectus and close no later than 120 days after the date of this prospectus. However, we may extend the offering for up to 90 days following the 120 day offering period. We will pay all expenses incurred in this offering. The shares are being offered by us on a “best efforts” basis and there can be no assurance that all or any of the shares offered will be subscribed. There is no minimum offering required for this offering to close. All funds received as a result of this offering will be immediately available to us for our general business purposes. The Maximum Offering amount is 1,500,000 shares ($11,250).


The offering is a self-underwritten offering; there will be no underwriter involved in the sale of these securities. We intend to offer the securities through our officer and Director, who will not be paid any commission for such sales.


  

 

Offering Price

Underwriting Discounts

and Commissions

 

Proceeds to Company

Per Share

$0.0075

None

$0.0075

Total (maximum offering)

$11,250

None

$11,250

Total (minimum offering)

$0

None

$0

 


There is no assurance that any of the common stock offered to the public by way of this Prospectus will be sold.


Our common stock is presently not traded on any market or securities exchange.  The sales price to the public is fixed at $0.0075 per share.


The purchase of the securities offered through this prospectus involves a high degree of risk.  See section entitled “Risk Factors” starting on page 8.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  The prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.


The Date of This Prospectus is:  September 29, 2014

 



3




Table of Contents


                                The Offering

7

Risks Related To Our Financial Condition and Business Model

8

If we do not obtain additional financing, including the financing sought in this offering, our business may be adversely affected.

8

Because we will need additional financing to fund our planned exploration activities, our accountants believe there is substantial doubt about our ability to continue as a going concern.

9

Because we have only recently commenced business operations, we face a high risk of business failure.

9

Because our executive officer does not have any training specific to the technicalities of mineral exploration, there is a higher risk our business will fail.

9

Because our sole officer and director has no prior experience as a chief executive or as the head of a public company, we may be hindered in our ability to efficiently and competitively execute our business strategy and achieve profitability.

9

Because of the unique difficulties and uncertainties inherent in the mineral exploration business, we face a high risk of business failure.

10

Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability.

10

Because our offering will be conducted on a best efforts basis, there can be no assurance that we can raise the money we need.

10

Because our president, Mr. Aguirre, currently owns 100% of our outstanding common stock, investors may find that corporate decisions made by Mr. Aguirre are inconsistent with the best interests of other stockholders.

10

Because our president has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

10

Because we will incur additional costs as the result of becoming a public company, our cash needs will increase and our ability to achieve net profitability may be delayed.

11

If we are unable to successfully compete within the mineral exploration business, we will not be able to achieve profitable operations.

11

Because the Mineral Claim has not been physically examined by our sole officer and director, or by our consulting geologist, we may face an enhanced risk that the property will not contain commercially viable deposits of minerals.

11

Because of factors beyond our control which could affect the marketability of minerals found, we may experience difficulty selling any minerals we discover.

11

Risks Related To Legal Uncertainty

11

Because we will be subject to compliance with government regulation which may change, the anticipated costs of our exploration program may increase.

11

Because the Province of British Columbia owns the land covered by the Mineral Claim, our ability to conduct mining operations on the property is subject to the regulatory supervision of the provincial government and we can be ejected from the land and our interest in the land could be forfeit.

12

Risks Related To This Offering

12

If a market for our common stock does not develop, shareholders may be unable to sell their shares.

12

Because FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock, investors may not be able to sell their stock should they desire to do so.

12

Because state securities laws may limit secondary trading, investors may be restricted as to the states in which they can sell the shares offered by this prospectus.

12

Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.

13

Because we will be subject to the “Penny Stock” rules, the level of trading activity in our stock may be reduced.

13

If our shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC and our securities will not be eligible for quotation if we are not current in our filings with the SEC.

13

Because purchasers in this offering will experience immediate and substantial dilution in the net tangible book value of their common stock, you may experience difficulty recovering the value of your investment.

            13




4




Table of Contents

(continued)


Forward-Looking Statements

14

Use of Proceeds

14

Determination of Offering Price

15

Plan of Distribution

15

Description of Securities

18

Dilution

21

Interests of Named Experts and Counsel

22

Description of Business

22

Initial Exploration Budget

26

Location and Access

26

Physiography, Vegetation and Climate

26

Legal Proceedings

29

Market for Common Equity and Related Stockholder Matters

29

Financial Statements

31

Changes In and Disagreements with Accountants

34

Director and Executive Officer

34

Executive Compensation

34

Narrative Disclosure to the Summary Compensation Table

35

Narrative Disclosure to the Director Compensation Table

36

Security Ownership of Certain Beneficial Owners and Management

36

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

37

Certain Relationships and Related Transactions

37

Available Information

37

Dealer Prospectus Delivery Obligation

38

Item 16. Exhibits

40

Item 17. Undertakings

40

Signatures

42























5




Summary

 

Nogales Resources Corp.


The Company


We are an exploration stage mineral exploration company incorporated in Nevada on April 9, 2014.  On May 8, 2014, we incorporated a wholly-owned subsidiary, NRC Exploration LLC in the state of Nevada, for the purposes of mineral exploration. On May 20, 2014, our consulting geologist introduced us to an attractive mineral property. We acquired an option on that property whereupon we can acquire 100% legal and beneficial ownership interest in the Donald mineral claim (hereafter the “Mineral Claim”). The Mineral Claim is located in the Ominica Mining District located in the central part of the Province of British Columbia, Canada. It is located on provincial lands administered by the Province of British Columbia.  The legal and ownership rights on the claim are limited to the exploration and extraction of mineral deposits subject to applicable regulations.  The Mineral Claim totals roughly 1,300 acres or 2.03 square miles in size and is located approximately 59 miles northeast of the community of Fort St. James, British Columbia.


The Mineral Claim comprises a rectangular shaped block of land of approximately 1.5 miles long by 1.3 miles wide and is located along the Pinchi Fault Zone. Historic exploration work shows that the claims are located within an area that has potential for copper mineralization.


Our currently planned exploration budget requires the expenditure of $11,790 in the initial year of our mineral exploration program, plus the expenditure of an additional amount in the second year of our mineral exploration program if recommended by our consulting geologist. Further exploration activities beyond our currently planned exploration program will be dependent upon a number of factors, including our consulting geologist’s recommendations based upon the exploration program results, and our available funds. In order to prove or disprove the economic viability of our mineral claim our mineral exploration costs plus our operating costs could amount to many millions of dollars.


We currently do not have any firm arrangements for financing in addition to the financing contemplated by this prospectus. We may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the market prices for minerals and the costs of exploring for or commercial production of this material.


There are no arrangements to repay related party loans or other financial arrangements made to related parties.


Since we are in the exploration stage of our business plan, we have not yet earned any revenues from our planned operations. As of July 31, 2014, we had $21,697 in prepaid expenses and cash on hand, and no current liabilities. Accordingly, our working capital position as of July 31, 2014 was $21,697.  Since our inception through July 31, 2014, we have incurred a net loss of $12,508.   


As of April 28, 2014 our sole officer and director has loaned the Company $23,000 which is evidenced by a Promissory Note in the amount of $23,000 with interest accruing on the principal amount of 6% per annum and due on December 31, 2018.


Our sole officer and Director, Mr. Aguirre, has offered to fund our basic legal and accounting compliance expenses through additional infusions of equity or debt capital on an as-needed basis, although he is under no legal obligation to provide funding. This offer is not the subject of a formal written agreement with us, and there are no specific limits as to time or dollar amount.


We attribute our net loss to having no revenues to offset our expenses and the professional fees related to the creation and operation of our business.  Our management estimates that, until such time that we are able to identify a commercially viable mineral deposit and to generate revenue from the extraction of minerals on our Mineral Claim, we will continue to experience negative cash flow. Our business plan is to pursue exploration of the Mineral Claim as described in this Prospectus.  We do not have any current or future plans to engage in mergers or acquisitions with other companies or entities.



6




Exploration costs are billed to us in Canadian dollars, but we will pay those costs in U.S. dollars.  The value of Canadian dollars when converted into U.S. currency fluctuates.   All dollar amounts provided in this Prospectus are stated or quantified in U.S. currency.  The dollar amounts provided in this prospectus assume a conversion price of $0.90 U.S. dollars to every $1.00 in Canadian dollars.  


Our fiscal year-end is April 30.  Our principal office is located at PO Box 80, Calle Columbia 1014, Colonia 5 de Diciembre, Puerto Vallarta, CP48351, Jalisco, México. Our telephone number is (775) 624-9078.


The Offering


Securities Being Offered

Up to 1,500,000 shares of our common stock.

  

  

Offering Price

The offering price of the common stock is $0.0075 per share.  There is no public market for our common stock.  We cannot give any assurance that the shares offered will have a market value, or that they can be resold at the offered price if and when an active secondary market might develop, or that a public market for our securities may be sustained even if developed.  The absence of a public market for our stock will make it difficult to sell your shares in our stock.


Upon the effectiveness of the registration statement of which this prospectus is a part, we intend to apply through FINRA to the over-the-counter bulletin board, through a market maker that is a licensed broker dealer, to allow the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934. We currently have no market maker who is willing to list quotations for our stock. Further, even assuming we do locate such a market maker, it could take several months before the market maker’s listing application for our shares is approved.

  

  

Minimum Number of Shares

To Be Sold in This Offering

Not Applicable

  

  

Maximum Number of Shares

To Be Sold in This Offering

1,500,000

  

  

Securities Issued and to be Issued

1,600,000 shares of our common stock are issued and outstanding as of the date of this prospectus. Our sole officer and director, Misael Aguirre, owns an aggregate of 100% of the common shares of our company and therefore has substantial control.  Upon the completion of this offering, our officer and director will own approximately 51.6% of the issued and outstanding shares of our common stock if the maximum number of shares is sold.

  

  

Number of Shares Outstanding After

The Offering If All The Shares Are Sold

3,100,000

  

  

Use of Proceeds

If we are successful at selling all the shares we are offering, our proceeds from this offering will be approximately $11,250. We intend to use these proceeds to execute our business plan.

  

  

Offering Period

The shares are being offered for a period up to 120 days after the date of this Prospectus, unless extended by us for an additional 90 days.

 




7




Summary Financial Information

 

Derived from unaudited financial statements as of July 31, 2014

 

Derived from audited financial statements as of April 30, 2014.

 

 

 

 

 

Balance Sheet Data

 

 

 

 

 

 

July 31, 2014

 

April 30, 2014

Cash

$

21,447

$

34,959

Total Assets

$

21,697

$

34,959

Current Liabilities

$

  0

$

1,441

Long Term Liabilities

$

23,355

$

23,000

Total Liabilities

$

23,355

$

24,441

Total Stockholder’s Equity

$

(508)

$

10,518

 

 

 

 

 

Working Capital

$

21,697

$

33,518

 

 

 

 

 

 

 

 

 

 

Statement of Operations

 

 

 

 

 

 

For Quarter ended July 31, 2014

 

For period from inception (April 9, 2014) to April 30, 2015

 

 

 

 

 

Revenue

$

-

$

-

Net loss for reporting period

$

(11,026)

$

(1,482)




Risk Factors


You should consider each of the following risk factors and any other information set forth herein and in our reports filed with the SEC, including our financial statements and related notes, in evaluating our business and prospects.

If any of the following risks actually occur, our business and financial results or prospects could be harmed. In that case, the value of the Common Stock could decline.


Risks Related To Our Financial Condition and Business Model


If we do not obtain additional financing, including the financing sought in this offering, our business may be adversely affected.


We have not yet commenced active operations and have not generated any revenue to date. Our business plan calls for expenses related to the continued exploration of our Mineral Claim and basic operating costs. Our cash requirements over the current fiscal year are expected to be approximately $19,790 consisting of approximately $11,790 for planned mineral exploration costs and $8,000 for professional fees.  As of July 31, 2014, we had cash on hand in the amount of $21,447 and working capital in the amount of $21,697.  On April 28, 2014 our sole director and officer loaned us $23,000.  Our sole officer and Director, Mr. Aguirre, has offered to fund our basic legal and accounting compliance expenses through additional infusions of equity or debt capital on an as-needed basis, although he is under no legal obligation to provide funding.  This offer is not the subject of a formal written agreement with us, and there are no specific limits as to time or dollar amount. Accordingly, our business would be adversely affected if we are unable to successfully complete this Offering at or near the maximum offering amount.  








8



We estimate that our current funds will be sufficient to complete the initial phase of our planned exploration program and to meet our expected legal and accounting expenses through the calendar year ending July 31, 2015. If significant additional exploration activities beyond the plans outlined in this Prospectus are warranted and recommended by our consulting geologist, we will likely require the funds from this offering and additional financing in order to move forward with our exploration of the claim.  We currently do not have any operations and we have no income. In addition, we will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete.  If our exploration programs are successful in discovering commercially exploitable reserves, we will require significant additional funds in order to place the Mineral Claim into production. We currently do not have any firm arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the market prices for minerals and the costs of exploring for or commercial production of this material. These factors may make the necessary timing, amount, terms or conditions of additional financing unavailable to us.


Because we will need additional financing to fund our planned exploration activities, our accountants believe there is substantial doubt about our ability to continue as a going concern.


We have incurred a net loss of $12,508 for the period from our inception, April 9, 2014, to July 31, 2014, and have no revenues.  Our future is dependent upon our ability to obtain financing and upon future profitable operations from the commercial exploitation of our Mineral Claim. Our auditors have issued a going concern opinion and have raised substantial doubt about our continuance as a going concern. When an auditor issues a going concern opinion, the auditor has substantial doubt that the company will continue to operate indefinitely and not go out of business and liquidate its assets.  This is a significant risk to investors who purchase shares of our common stock because there is an increased risk that we may not be able to generate and/or raise enough resources to remain operational for an indefinite period of time. Potential investors should also be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.  The auditor’s going concern opinion may inhibit our ability to raise financing because we may not remain operational for an indefinite period of time resulting in potential investors failing to receive any return on their investment.


There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.


Because we have only recently commenced business operations, we face a high risk of business failure.


We were incorporated on April 9, 2014, and have conducted no mineral exploration activities on our Mineral Claim.  We have no significant history of ongoing operations, and additional exploration activities will be required in order to determine whether our mineral claim contains commercially exploitable quantities of minerals.  As a result, we have no way to evaluate the likelihood that we will be able to operate the business successfully on an ongoing basis. We have not earned any revenues as of the date of this prospectus, and thus face a high risk of business failure.

Because our executive officer does not have any training specific to the technicalities of mineral exploration, there is a higher risk our business will fail.

 

Mr. Aguirre, our sole officer, sole director, and controlling shareholder, does not have any prior mining experience or any technical training as a geologist or an engineer.  As a result, our management may lack certain skills that are advantageous in managing an exploration company. In addition, Mr. Aguirre’s decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could be impaired due to management’s lack of experience in geology and engineering.


Because our sole officer and director has no prior experience as a chief executive or as the head of a public company, we may be hindered in our ability to efficiently and competitively execute our business strategy and achieve profitability.


Our sole officer and director, Mr. Aguirre, lacks any prior experience as a company chief executive.  In addition, Mr. Aguirre has no experience managing a publicly reporting company.  Accordingly, Mr. Aguirre will be less effective than more experienced managers in efficiently managing our ongoing regulatory compliance obligations and in dealing with such matters as the ongoing funding of our company, public relations, investor relations, and corporate governance.



9




Because of the unique difficulties and uncertainties inherent in the mineral exploration business, we face a high risk of business failure.


Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.  The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The search for minerals may also involve numerous hazards.  As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure.  At the present time, we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.  In addition, there is no assurance that the expenditures to be made by us in the exploration of the Mineral Claim will result in the discovery of economic deposits of minerals.  Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.

 

Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability.


Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues.  We expect to incur continuing and significant losses into the foreseeable future.  As a result of continuing losses, we may exhaust all of our resources and be unable to complete the exploration of our Mineral Claim.   Our accumulated deficit will continue to increase as we continue to incur losses.  We may not be able to earn profits or continue operations if we are unable to generate significant revenues from our Mineral Claim.  There is no history upon which to base any assumption as to the likelihood that we will be successful, and we may not be able to generate any operating revenues or ever achieve profitable operations.  If we are unsuccessful in addressing these risks, our business will most likely fail.


Because our offering will be conducted on a best efforts basis, there can be no assurance that we can raise the money we need.


The shares are being offered by us on a "best efforts" basis without benefit of a placement agent. We can provide no assurance that this Offering will be completely sold out.

 

Because our president, Mr. Aguirre, currently owns 100% of our outstanding common stock, investors may find that corporate decisions made by Mr. Aguirre are inconsistent with the best interests of other stockholders.


Mr. Aguirre is our president, chief financial officer and sole director.  Mr. Aguirre currently owns 100% of the outstanding shares of our common stock, and, upon completion of this offering, will own 51.6 % of our outstanding common stock if the maximum number of shares is sold.  Accordingly, he will have control over the outcome of all corporate transactions or other matters, and also the power to prevent or cause a change in control. The views and interests of Mr. Aguirre, as controlling shareholder, may differ from the interests of the other stockholders.

 

Because our president has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.


Mr. Aguirre, our sole officer and director devotes 5 to 10 hours per week to our business affairs. Currently, we do not have any full or part-time employees and rely upon outside contractors to assist with the performance of our projects on an as-needed basis.  If the demands of our business require the full business time of Mr. Aguirre, it is possible that he may not be able to devote sufficient time to the management of our business, as and when needed.  If our management is unable to devote a sufficient amount of time to manage our operations, our business will fail.





10




Because we will incur additional costs as the result of becoming a public company, our cash needs will increase and our ability to achieve net profitability may be delayed.


Upon effectiveness of our Registration Statement for the Offering, we will become a publicly reporting company and will be required to stay current in our filings with the SEC, including, but not limited to, quarterly and annual reports, current reports on materials events, and other filings that may be required from time to time.  We believe that, as a public company, our ongoing filings with the SEC will benefit shareholders in the form of greater transparency regarding our business activities and results of operations.   In becoming a public company, however, we will incur additional costs in the form of audit and accounting fees and legal fees for the professional services necessary to assist us in remaining current in our reporting obligations.  We expect that, during our first year of operations following the effectiveness of our Registration Statement, we will incur additional costs for professional fees in the approximate amount of $8,000.  These additional costs will increase our cash needs and may hinder or delay our ability to achieve net profitability even after we have begun to generate revenues from sales of our products.


If we are unable to successfully compete within the mineral exploration business, we will not be able to achieve profitable operations.


The mineral exploration business is highly competitive.  This industry has a multitude of competitors and no small number of competitors dominates this industry with respect to any of the production of minerals.  Our exploration activities will be focused on attempting to locate commercially viable mineral deposits on our Mineral Claim.  Many of our competitors have greater financial resources than us.  As a result, we may experience difficulty competing with other businesses when conducting mineral exploration activities on our Mineral Claim.  If we are unable to retain qualified personnel to assist us in production activities on our Mineral Claim if a commercially viable deposit is found to exist, we may be unable to enter into production and achieve profitable operations.


Because the Mineral Claim has not been physically examined by our sole officer and director, or by our consulting geologist, we may face an enhanced risk that the property will not contain commercially viable deposits of minerals.


Neither our sole officer and director, Mr. Aguirre, nor our consulting geologist, have visited our Mineral Claim.  As a result, we may face an enhanced risk that, upon management’s physical examination of our Mineral Claim, no commercially viable deposits of minerals will be located. In the event that our continuing exploration of our Mineral Claim reveals that no commercially viable deposits exist on the site, our business will likely fail.


Because of factors beyond our control which could affect the marketability of minerals found, we may experience difficulty selling any minerals we discover.


Even if commercial quantities of mineral reserves are discovered, a ready market may not exist for the sale of these reserves. Numerous factors beyond our control may affect the marketability of any minerals discovered.  These factors include market fluctuations, the proximity and capacity of minerals markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.  These factors could inhibit our ability to sell minerals in the event that commercial amounts of minerals are found.

 

Risks Related To Legal Uncertainty

 

Because we will be subject to compliance with government regulation which may change, the anticipated costs of our exploration program may increase.

 

The Government of the Province of British Columbia regulates mineral exploration or exploitation within that province. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations.   While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business, prevent us from carrying out our exploration program, and make compliance with new regulations unduly burdensome.



11



Because the Province of British Columbia owns the land covered by the Mineral Claim, our ability to conduct mining operations on the property is subject to the regulatory supervision of the provincial government and we can be ejected from the land and our interest in the land could be forfeit.

 

The land covered by our Mineral Claim is owned by the Province of British Columbia.  The availability to conduct an exploratory program on the properties is subject to the regulatory oversight of the Province of British Columbia.  In order to keep our Mineral Claim in good standing with the government, exploration work on the Mineral Claim valued at certain minimal amounts stipulated by the government must be completed and reported in a manner stipulated by the Government of British Columbia the event that these work requirements and reporting requirements are not timely satisfied, we could lose our interest in the Mineral Claim and the Mineral Claim could then become available again to any party that wishes to stake an interest in this claim.  In addition, our ability to use mechanical excavating and processing equipment on the claim will be subject to a provincial inspection and permitting process.  In the event that we experience unanticipated difficulty in obtaining the necessary permits, our planned exploration activities could be significantly delayed.

 

Risks Related To This Offering


If a market for our common stock does not develop, shareholders may be unable to sell their shares.


Prior to this offering, there has been no public market for our securities and there can be no assurance that an active trading market for the securities offered herein will develop after this offering, or, if developed, be sustained. We anticipate that, upon completion of this offering, the common stock will be eligible for quotation on the OTC Bulletin Board. If for any reason, however, our securities are not eligible for initial or continued quotation on the OTC Bulletin Board or a public trading market does not develop, purchasers of the common stock may have difficulty selling their securities should they desire to do so and purchasers of our common stock may lose their entire investment if they are unable to sell our securities. We currently have no market maker who is willing to list quotations for our stock. Further, even assuming we do locate such a market maker, it could take several months before the market maker’s listing application for our shares is approved.


Because FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock, investors may not be able to sell their stock should they desire to do so.


In addition to the "penny stock" rules described below, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder's ability to resell shares of our common stock.


Because state securities laws may limit secondary trading, investors may be restricted as to the states in which they can sell the shares offered by this prospectus.


If you purchase shares of our common stock sold in this offering, you may not be able to resell the shares in any state unless and until the shares of our common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our common stock for secondary trading, or identifying an available exemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, our common stock in any particular state, the shares of common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the market for the common stock will be limited which could drive down the market price of our common stock and reduce the liquidity of the shares of our common stock and a stockholder's ability to resell shares of our common stock at all or at current market prices, which could increase a stockholder's risk of losing some or all of his investment.

  



12




Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.


We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their own common stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase our common stock.

 

Because we will be subject to the “Penny Stock” rules, the level of trading activity in our stock may be reduced.


Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on NASDAQ). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

 

If our shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC and our securities will not be eligible for quotation if we are not current in our filings with the SEC.


In the event that our shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC in order for shares of our common stock to be eligible for quotation on the over-the-counter bulletin board. In the event that we become delinquent in our required filings with the SEC, quotation of our common stock will be terminated following a 30 day grace period if we do not make our required filing during that time. If our shares are not eligible for quotation on the over-the-counter bulletin board, investors in our common stock may find it difficult to sell their shares.


Because purchasers in this offering will experience immediate and substantial dilution in the net tangible book value of their common stock, you may experience difficulty recovering the value of your investment.


Purchasers of our securities in this offering will experience immediate and substantial dilution in the net tangible book value of their common stock from the initial public offering price.  Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma net tangible book value per share of our common stock immediately following this offering.  The dilution experienced by investors in this offering will result in a net tangible book value per share that is less than the offering price of $0.0075 per share.  Such dilution may depress the value of the company’s common stock and make it more difficult to recover the value of your investment in a timely manner should you chose to sell your shares.




13




Generally, existing shareholders will experience dilution of their ownership percentage in the company if and when additional shares of common stock are offered and sold.  In the future, we may be required to seek additional equity funding in the form of private or public offerings of our common stock.  In the event that we undertake subsequent offerings of common stock, your ownership percentage, voting power as a common shareholder, and earnings per share, if any, will be proportionately diluted.  This may, in turn, result in a substantial decrease in the per-share value of your common stock.

Forward-Looking Statements


This prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements.  The actual results could differ materially from our forward-looking statements.  Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this Risk Factors section and elsewhere in this prospectus.


Use of Proceeds


The net proceeds to us from the sale of up to 1,500,000 shares of common stock offered at a public offering price of $0.0075 per share will vary depending upon the total number of shares sold. The following table summarizes, in order of priority the anticipated application of the proceeds we will receive from this Offering if the maximum number of shares is sold:


  

Amount Assuming Maximum Offering

  

Percent of Maximum

 

 

 

 

GROSS OFFERING

$

11,250

 

 

100.0%

Commission 1

$

-

 

 

0.0%

Net Proceeds

$

11,250

 

 

100.0%

USE OF NET PROCEEDS

 

 

 

 

 

Mineral exploration 2

$

11,250

 

 

100.0%

TOTAL APPLICATION OF NET PROCEEDS

$

11,250

 

 

100.0%


1 Commissions : Shares will be offered and sold by us without special compensation or other remuneration for such efforts. We do not plan to enter into agreements with finders or securities broker-dealers whereby the finders or broker-dealers would be involved in the sale of the Shares to the investors. Shares will be sold directly by us, and no fee or commission will be paid.


2 Mineral exploration : Provided mineral exploration beyond the initial phase is recommended by our Consulting Geologist, we intend to use all of the net proceeds of this Offering to perform mineral exploration on our Mineral Claim.


3 Legal and accounting :  None of the proceeds of this Offering will be used to pay legal, accounting, and related compliance costs to be incurred on a periodic basis as a result of our exploration programs or becoming a public company. Our legal expenses incurred in connection with this Offering will be paid from cash currently on hand. Other expenses associated with this Offering will be paid from a combination of cash on hand and funds to be received as-needed from our sole officer and director, Misael Aguirre.  Mr. Aguirre has offered to fund our basic legal and accounting compliance expenses through additional infusions of debt capital on an as-needed basis, although he is under no legal obligation to provide funding.  This offer is not the subject of a formal written agreement with us, and there are no specific limits as to time or dollar amount.

    

 





14




In the event that less than the maximum number of shares is sold we anticipate application of the proceeds we will receive from this Offering, in order of priority, will be as follows:


  

Amount Assuming

75% of Offering

  

Percent

  

Amount Assuming

50% of Offering

  

Percent

  

Amount Assuming

25% of Offering

  

Percent

GROSS OFFERING

$

8,437

 

 

100.0%

 

$

5,625

 

 

100.0%

 

$

2,812

 

 

100.0%

Commission

$

-

 

 

0.0%

 

$

-

 

 

0.0%

 

$

-

 

 

0.0%

Net Proceeds

$

8,437

 

 

100.0%

 

$

5,625

 

 

100.0%

 

$

2,812

 

 

100.0%

USE OF NET PROCEEDS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mineral exploration

$

8,437

 

 

100.0%

 

$

5,625

 

 

100.0%

 

$

2,812

 

 

100.0%

TOTAL APPLICATION OF NET PROCEEDS

$

8,437

 

 

100.0%

 

$

5,625

 

 

100.0%

 

$

2,812

 

 

100.0%


We have sufficient funds to complete the initial phase of our mineral exploration program. Were we to incur unforeseen corporate expenses prior to the commencement of our exploration program the Phase 1 of our business plan calls for a work program on our Mineral Claim can be scaled back from $11,790 to $8,370 if the geochemical analysis of our rock and soil samples were delayed. Were funding in the form of Offering proceeds and/or other funds in the amount of $8,370 not available at the time of the commencement of our mineral exploration program, the recommended work program would be deferred until such time as cash on hand were available.  Provided an additional mineral exploration program is recommended by our Consulting Geologist, the table above reflects the intended use of the proceeds of this Offering. These figures reflect the intended use of the offering proceeds.


The legal and accounting costs of this Offering will be paid from cash on hand and/or through additional infusions of debt capital on an as-needed basis from our sole officer and director, Mr. Aguirre. Mr. Aguirre has offered to fund our basic legal and accounting compliance expenses through additional infusions of equity or debt capital on an as-needed basis, although he is under no legal obligation to provide funding.  This offer is not the subject of a formal written agreement with us, and there are no specific limits as to time or dollar amount.


We currently do not have any firm arrangements for financing in addition to the financing contemplated by this prospectus. We may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the market prices for minerals and the costs of exploring for or commercial production of this material.


Determination of Offering Price


We closed an issue of 1,600,000 shares of common stock on April 30, 2014 to Mr. Misael Aguirre, our president and sole director. Mr. Aguirre acquired these shares in exchange for $12,000 at a price of $0.0075 per share. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.  We did not engage in any general solicitation or advertising.

 

The $0.0075 per share offering price of our common stock was arbitrarily chosen by management to equal the price per share paid by Mr. Aguirre. There is no relationship between this price and our assets, earnings, book value or any other objective criteria of value.


Plan of Distribution


The Market for Our Shares of Common Stock


There is currently no market for our shares. We cannot give you any assurance that the shares you purchase will ever have a market or that if a market for our shares ever develops, that you will be able to sell your shares. In addition, even if a public market for our shares develops, there is no assurance that a secondary public market will be sustained.



15




The shares you purchase are not traded or listed on any exchange. After the effective date of the registration statement of which this prospectus forms a part, we intend to have a market maker file an application with the Financial Industry Regulatory Authority to have our common stock quoted on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our stock. Further, even assuming we do locate such a market maker, it could take several months before the market maker’s listing application for our shares is approved.


The OTC Bulletin Board is maintained by the Financial Industry Regulatory Authority (FINRA). The securities traded on the Bulletin Board are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over-the-counter stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.


Even if our shares are quoted on the OTC Bulletin Board, a purchaser of our shares may not be able to resell the shares. Broker-dealers may be discouraged from effecting transactions in our shares because they will be considered penny stocks and will be subject to the penny stock rules. Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on FINRA brokers-dealers who make a market in a "penny stock." A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transactions is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.


The additional sales practice and disclosure requirements imposed upon brokers-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market, assuming one develops.

 

 

The Offering will be Sold by Our Officer and Director


We are offering up to a total of 1,500,000 shares of common stock. The offering price is $0.0075 per share. The offering will be for a period of 120 days from the effective date and may be extended for an additional 90 days if we choose to do so. In our sole discretion, we have the right to terminate the offering at any time, even before we have sold the 1,500,000 shares. There are no specific events which might trigger our decision to terminate the offering.


The shares are being offered by us on a “best efforts” basis and there can be no assurance that all or any of the shares offered will be subscribed.  There is no minimum offering required for this offering to close. All funds received as a result of this offering will be immediately available to us for our general business purposes.


We cannot assure you that all or any of the shares offered under this prospectus will be sold. No one has committed to purchase any of the shares offered. Therefore, we may sell only a nominal amount of shares, in which case our ability to execute our business plan might be negatively impacted. We reserve the right to withdraw or cancel this offering and to accept or reject any subscription in whole or in part, for any reason or for no reason. Subscriptions will be accepted or rejected promptly. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Certificates for shares purchased will be issued and distributed by our transfer agent promptly after a subscription is accepted and "good funds" are received in our account.





16




On April 28, 2014 our sole officer and director loaned the Company $23,000. Our sole officer and Director, Mr. Aguirre, has offered to fund our basic legal and accounting compliance expenses through additional infusions of equity or debt capital on an as-needed basis, although he is under no legal obligation to provide funding.  This offer is not the subject of a formal written agreement with us, and there are no specific limits as to time or dollar amount.


Upon completion of this offering, we shall have raised and borrowed enough money to effectuate our business plan.


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. If we need additional money and are not successful, we will have to suspend or cease operations.


We will sell the shares in this offering through our officer and director. The Officer and Director engaged in the sale of the securities will receive no commission from the sale of the shares nor will he register as broker-dealers pursuant to Section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3(a) 4-1. Rule 3(a) 4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer. Our Officer and Director satisfies the requirements of Rule 3(a) 4-1 in that:

 

1.

He is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and


2.

He is not compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and


3.

He is not, at the time of his participation, an associated person of a broker- dealer; and


4.

He meets the conditions of Paragraph (a)(4)(ii) of Rule 3(a)4-1 of the Exchange Act, in that he (A) primarily performs, or are intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (B) is not brokers or dealers, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) he did not participate in selling and offering of securities for any issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

 

As long as we satisfy all of these conditions, we are comfortable that we will be able to satisfy the requirements of Rule 3(a)4-1 of the Exchange Act.


As our officer and director will sell the shares being offered pursuant to this offering, Regulation M prohibits the Company and its officers and directors from certain types of trading activities during the time of distribution of our securities. Specifically, Regulation M prohibits our officer and director from bidding for or purchasing any common stock or attempting to induce any other person to purchase any common stock, until the distribution of our securities pursuant to this offering has ended.


We have no intention of inviting broker-dealer participation in this offering.


Offering Period and Expiration Date


This offering will commence on the effective date of this prospectus, as determined by the Securities and Exchange Commission and continue for a period of 120 days. We may extend the offering for an additional 90 days unless the offering is completed or otherwise terminated by us. Funds received from investors will be counted towards the minimum subscription amount only if the form of payment, such as a check, clears the banking system and represents immediately available funds held by us prior to the termination of the 120-day subscription period, or prior to the termination of the extended subscription period if extended by our Board of Directors.






17




Procedures for Subscribing


If you decide to subscribe for any shares in this offering, you must deliver a check or certified funds for acceptance or rejection. All checks for subscriptions must be made payable to "Nogales Resources Corp.”


Right to Reject Subscriptions


We maintain the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours of our having received them.


Description of Securities


Our authorized capital stock consists of 90,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.   As of July 31, 2014, there were 1,600,000 shares of our common stock issued and outstanding.  Our shares are currently held by one (1) stockholder of record. We have not issued any shares of preferred stock.


Common Stock


Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders.  A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.


Subject to any preferential rights of any outstanding series of preferred stock created by  our board of directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.


Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders.


In the event of any merger or consolidation with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

 

Preferred Stock


Our board of directors may become authorized to authorize preferred shares of stock and to divide the authorized shares of our preferred stock into one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law and our articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including, but not limited to, the following:





18




1.

The number of shares constituting that series and the distinctive designation of that series, which may be by distinguishing number, letter or title;


2.

The dividend rate on the shares of that series, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, of payment of dividends on shares of that series;


3.

Whether that series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;


4.

Whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines;


5.

Whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;


6.

Whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;


7.

The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series;


8.

Any other relative rights, preferences and limitations of that series


Provisions in Our Articles of Incorporation and By-Laws That Would Delay, Defer or Prevent a Change in Control


Our articles of incorporation authorize our board of directors to issue a class of preferred stock commonly known as a "blank check" preferred stock. Specifically, the preferred stock may be issued from time to time by the board of directors as shares of one (1) or more classes or series. Our board of directors, subject to the provisions of our Articles of Incorporation and limitations imposed by law, is authorized to adopt resolutions; to issue the shares; to fix the number of shares; to change the number of shares constituting any series; and to provide for or change the following: the voting powers; designations; preferences; and relative, participating, optional or other special rights, qualifications, limitations or restrictions, including the following: dividend rights, including whether dividends are cumulative; dividend rates; terms of redemption, including sinking fund provisions; redemption prices; conversion rights and liquidation preferences of the shares constituting any class or series of the preferred stock.


In each such case, we will not need any further action or vote by our shareholders. One of the effects of undesignated preferred stock may be to enable the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock pursuant to the board of director's authority described above may adversely affect the rights of holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. Accordingly, the issuance of shares of preferred stock may discourage bids for the common stock at a premium or may otherwise adversely affect the market price of the common stock.


Dividend Policy


We have never declared or paid any cash dividends on our common stock.  We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.





19




Share Purchase Warrants


We have not issued and do not have outstanding any warrants to purchase shares of our common stock.


Options


We have not issued and do not have outstanding any options to purchase shares of our common stock.


Convertible Securities


We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.


Nevada Anti-Takeover Laws


Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply.  Our articles of incorporation and bylaws do not state that these provisions do not apply.  The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.


Emerging Growth Company Status


We are an "emerging growth company" as defined under the Jumpstart our Business Startups Act (" JOBS Act ").  We will remain an "emerging growth company" for up to five years, or until the earliest of:

 

        (i)    the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion,

       (ii)   the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or

       (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

As an "emerging growth company", we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to:

 

·

not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act (“ Sarbanes Oxley ”) (we also will not be subject to the auditor attestation requirements of section 404(b) as long as we are a "smaller reporting company", which includes issuers that had a public float of less than $75 million as of the last business day of their most recently completed second fiscal quarter);

·

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

·

exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.






20




In addition, section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in section 7(a)(2)(B) of the Securities Act of 1933 (the " Securities Act ") for complying with new or revised accounting standards. Under this provision, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to "opt out" of such extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.


Dilution


Purchasers of our securities in this offering will experience immediate and substantial dilution in the net tangible book value of their common stock from the initial public offering price.


The historical net tangible assets as of July 31, 2014 was ($1,658) or approximately ($0.00104) per share. Historical net tangible book value per share of common stock is equal to our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of July 31, 2014.   Dilution in pro forma net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma net tangible book value per share of our common stock immediately following this offering.

 

The following table sets forth as of the closing of this offering, the number of shares of common stock purchased from us and the total consideration paid by our existing stockholders and by new investors in this offering if new investors purchase the maximum offering of 1,500,000 shares, or 75%, 50% or 25% of the offering .


Fixed Assets

$

0

Current Assets

$

21,697.00

Current Liabilities

$

0

Long term Liabilities

$

23,355.00

Historical Net Tangible Asset

$

(1,658.00)

Historical Net Tangible Asset/share

$

(0.00104)

 

 

 

Data from IPO

 

 

 

 

 

Par Value per Share

$

0.0010

Offering Price per Share

$

0.00750

Number of Shares outstanding

$

1,600,000

Number of Shares offering on direct basis

$

1,500,000

Post offering number of shares outstanding

$

3,100,000

Total Amount to be receive from offering

$

11,250

Expense of Distribution

 

0








21




Net Tangible Book Value ("NTBV") Dilution Table

 

Purchasers of Shares in this Offering if ;

 

100% of Shares Sold

 75%  of Shares Sold

 50% of Shares Sold

 25% of Shares Sold

Price per share

$

0.00750

0.00750

0.00750

0.00750

Post offering net tangible book value

$

9,592

7,194

4,796

2,398

Post offering NTBV per share

$

0.00309

0.00264

0.00204

0.00121

Pre-offering NTBV

$

(1658.00)

(1,658.00)

(1,658.00)

(1,658.00)

Pre-offering NTBV per share

$

(0.00104))

(0.00104)

(0.00104)

(0.00104)

Increase in NTBV per share attributable to cash payment by purchasers

$

0.00413

0.00368

0.00308

0.00225

Percentage Increase in NTBV per share attributable to the cash payment made by purchasers

 

133.5%

139.3%

150.8%

185.3%

Amount of Immediate dilution in NTBV which will be absorbed by purchasers

$

0.00337

0.00382

0.00442

0.00525

Percentage Amount of Immediate dilution in NTBV which will be absorbed by purchasers

 

55.1%

49.0%

41.0%

30.0%


Interests of Named Experts and Counsel


No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.


Clark Corporate Law Group LLP, our independent legal counsel, has provided an opinion on the validity of our common stock.


DeJoya Griffith, LLC, has audited our financial statement for our fiscal year ending April 30, 2014 and has reviewed our consolidated financial statement for the period ending July 31, 2014.  Included in this prospectus and registration statement to the extent and for the periods set forth in their consolidated statement.   The report of DeJoya Griffith, LLC is included in reliance upon their authority as experts in accounting and auditing.


Description of Business


Principal Place of Business


Our principal business address  is;  PO Box 80., Calle Colombia #1014, Colonia 5 de Diciembre, Puerto Vallarta, CP 48351, Jalisco, Mexico. Our sole officer and director provides space for our business operations free of charge. Our registered office is 50 West Liberty Street, Suite 880, Reno, Nevada, 89501.


Subsequent to our formation, we reviewed a number of mineral exploration opportunities which were presented to us by our Consulting Geologist and/or their affiliates and consequently acquired the Donald mineral claim.


Our Consulting Geologist is well experienced in the mineral exploration business. He has agreed to provide all of the mineral exploration services which we will require to complete initial phase of or our mineral exploration program. These services include the supervision of the field work, the mobilization of our Consulting Geologist’s field crew to our mineral claim, and camp and technical support such as radio and telephone communication from our mineral claim. Our Consulting Geologist, Mr. Jason McLaughlin will visit our mineral claim and supervise the mineral exploration program. Depending upon the findings of that program further visits to the site may be warranted.



22




We have a written agreement with our Consulting Geologist that requires him to review all of the results from the exploration work performed upon our mineral claim, to make recommendations based upon those results, and to conduct any exploration programs on the mineral claim that we may require. Mr. McLaughlin, our Consulting Geologist will be in charge of our exploration programs and shall visit the property in order to conduct our exploration project which is expected to commence in the spring of 2015. Should our Consulting Geologist recommend commencing with an additional mineral exploration program, Mr. Aguirre plans on visiting our mineral claim.


We have a written agreement with our accountants to perform requested financial accounting services and a written agreement with our outside auditors to perform auditing functions.


As our initial mineral exploration programs will likely be conducted in Canada, we have a Corporate Business Services Agreement with a Canadian corporation to provide us with administrative services.  


In General


We are an exploration stage company engaged in the exploration of a mineral property. We have optioned our Donald mineral claim from Barry J. Price, P. Geologist, Vancouver, B.C. The Mineral Claim totals roughly 1,300 acres or 2.03 square miles in size and is located approximately 59miles northeast of the community of Fort St. James, British Columbia.


The Mineral Claim comprises a rectangular shaped block of land of approximately 1.5 miles long by 1.3 miles wide and  is located along the Pinchi Fault Zone. Historic exploration work shows that the claims are located within an area that has potential for copper mineralization.



























23




[NOGALES_S1002.GIF]


Exploration of our Mineral Claim is required before a determination as to its viability can be made. We intend to conduct the first phase of our exploration program commencing in the spring of 2015. Upon the completion of the initial phase of our exploration program, we intend to request that our Consulting Geologist to review the results of the initial and possible subsequent exploration programs and report back to us with recommendations, if any, with regard to further exploration programs. Further exploration phases of our exploration program will be dependent upon a number of factors such as our Geological Consultant’s recommendations and our available funds. We currently plan to have our Consulting Geologist, Mr. Jason McLaughlin perform the initial phase of our exploration program.  Mr. McLaughlin is in the business of doing geological explorations and has access to capable staff, or available through sub-contracting.


The property is located in the central portion of British Columbia on lands owned by the Province of British Columbia.    All of the property comprising the Mineral Claim was staked pursuant to the British Columbia mineral tenure system. See, “Ownership and Claim Status,” below.  



24




Our Consulting Geologist has recommended a modest program consisting of basic prospecting techniques and geochemical sampling.   It is proposed that program costs be minimized by accessing the property by truck via the Leo Creek Forest Service Road from Fort St. James and utilizing the Takatoot Lake Recreation Site campground.  Two workers comprising a geologist and a field helper should cover as much of the property as possible during a 7-day program.  Collected media for ICP (Inductively Coupled Mass Spectrometer Analysis) assay should consist of stream sediments if accessible, rocks wherever located, and soil samples collected on a strategic and systematic basis.  Soil sampling should be conducted along four or more lines separated by 500 m and samples taken at evenly spaced intervals of 100 m resulting in approximately 100 samples total (as shown diagrammatically in the figure below).  Samples will be submitted for multi-element assay at an accredited laboratory and examined for highly anomalous elements and recognizable trends.  From the results of this program a follow-up exploration program will be planned should the initial exploration results warrant further field work.


[NOGALES_S1004.GIF]
















25




Initial Exploration Budget


 

Unit

Number

Cost

Total

US Funds

CAMP CHARGES

 

 

 

 

Travel to/from site

Per

2

450

$900

Daily (Food, expenses etc.)

Man-days

14

68

$952

Communications (Radio rental)

Days

7

23

$161

Geochemical Program

 

 

 

 

Soil Sample Assays

Per

100

27

$2,700

Rock Sample Assays

Per

20

36

$720

Transportation

 

 

 

 

Truck Rental

Days

7

90

$630

Personnel

 

 

 

 

Geologist

Days

7

450

$3,150

Field Helper

Days

7

225

$1,575

Subtotal

 

 

 

$10,788

Contingency

 

 

 

$1,002

TOTAL COST OF PROGRAM

 

 

 

$11,790


Location and Access


The Donald Property is located in central British Columbia approximately 56 miles northeast of the community of Fort St. James and 87 miles northeast of the community of Smithers.  The property is easily accessed via the Leo Creek Forest Service Road (FSR) directly from Fort St. James, an approximately two hour drive.  The Leo Creek FSR, an all-weather gravel road, crosses the southwest corner of the claim.


Physiography, Vegetation and Climate


The Donald Property is located at the northern margin of the Nechako Plateau, the northernmost subdivision of the Interior Plateau, at an altitude of approximately 3,000 feet above sea level.  The region is an area of low relief with large areas of flat or gently rolling land and minor low-lying areas of swampy ground.  The property is densely forested with spruce, balsam and pine.  The west side of the property is bounded by Takatoot Lake and the north part of the claim incorporates a part of Tlutsacho Lake.


The plateau is protected from the Pacific weather systems by the Coast Mountains and Hazelton Mountains, resulting in a semi-arid environment characterized by dry, warm summers and dry, cold winters.  


Logistics and Infrastructure


The region is serviced by an extensive and well-maintained series of logging roads.  The Donald Claim is crossed by the Leo Creek Forest Service Road which is maintained year round including grading, snow removal, and calcium application in the Fort St James Forest District.  The nearest power transmission is the Babine line approximately 43 miles east.  Water sources sufficient for mining or exploration are readily available in this region.


All services and supplies are available from Fort St. James, an easy two hour drive from the property along the Leo Creek FSR.  Fort St. James has a population of approximately 5000 and a ready workforce that is well versed in the exploration, forestry and construction industries.  Additional labor and more complete services are available from Smithers and the city of Prince George, 100 miles distant from Fort St. James by paved highway.


Two nearby provincial recreation sites, Kloch Lake approximately 6 miles south, and Takatoot Lake Provincial Recreation Site at the west end of Takatoot Lake, include tent sites, tables and toilet facilities.  Either of these might offer a convenient place from which to stage a short-term, grass-roots exploration program.




26




Ownership and Claim Status


The property consists of consists of a single BC Mineral Tenure covering 1,280 acres of unsurveyed crown land. The Donald claim (Record Number 110216069) is owned 100% by registered owner Barry J. Price (BC Free Miner Certificate# 121855).  At the time of writing, the claim remains in good standing until May 15 th , 2015. Access to the Property is via public roads and does not require permits though there is extensive logging truck traffic on the access roads and use of two-way radios is highly recommended. The mineral tenures are for sub-surface rights only, there are no surface rights associated with the tenures. In order to maintain the claims in good standing assessment work must be done and filed with the British Columbia Provincial Government. Assessment Work means the cost of mineral exploration and development work on the mineral claim which must have been incurred and filed with the provincial authorities prior to each anniversary date of the mineral claim. The requirements are as follows:

 

·

$2.02 per acre for each of the first and second anniversary years;

·

$4.04 per acre for each of the third and fourth anniversary years;

·

$6.06 per acre for each of the fifth and sixth anniversary years, and;

·

$8.08 per acre for each subsequent anniversary year;


The B.C. Government authorities will also accept cash payments in lieu of Assessment Work in the amount of twice the Assessment Work rate. If upon the expiration of the anniversary date Assessment Work has not been done and filed, or payments in lieu have not been made, the mineral claim lease will be automatically cancelled.


During the term of our Option Agreement on the Donald Claim with Mr. Price, it is our responsibility to maintain the mineral property in good standing with the Government of British Columbia.


We are unaware of any outstanding liabilities or issues regarding environmental, permitting, social impact or community impact.  Any exploration work in British Columbia that does not result in ground disturbance can be completed without a work permit; programs that will cause disturbance, such as road construction, trenching or drilling will require a notice of work permit.


Although the Donald Claim does not lie within First Nations Treaty Lands nor on an established Native Reserve, it does lie within the traditional territory of the Tlazten Nation.  In making any decisions regarding development projects, the Ministry of Energy and Mines is required to meet applicable legal obligations to consult and, if appropriate, accommodate affected First Nations.  Proactive engagement with local First Nations is recommended.


The Option Agreement Terms


Under the terms of an option between the Company and Barry J Price dated May 20, 2014, The Option may be exercised at any time by the Company by:


a)

paying Price one thousand one hundred and fifty dollars US ($1,150) upon the execution of the agreement, and;

b)

paying Price ten thousand dollars US ($10,000) on or before April 30, 2017

c)

For income tax purposes, all Exploration Expenditures incurred by the operator pursuant to such programs shall be incurred for the benefit of NRC; and

d)

Until such time as the Option Agreement is exercised in accordance with the terms of the Option Agreement, the Company’s interest in the mineral claim shall be those of an Optionor.


We have no proven, possible and implied reserves on our mineral claim. Depending upon the outcome of our mineral exploration programs an economic feasibility study would be undertaken to determine proven, possible and implied reserves prior to making any production decisions. We could expend many millions of dollars on exploration activities prior to determining if a feasibility study is warranted or not.






27




Our planned additional exploration activities will be designed to explore for additional indications that our Mineral Claim may contain commercially viable quantities of minerals. We have not identified commercially exploitable reserves of minerals on our Mineral Claim to date.  We are an exploration stage company and there is no assurance that commercially viable minerals quantities exist on our Mineral Claim.  In addition, our sole officer and director, Mr. Aguirre, has not yet visited the property.  As a result, we may face an enhanced risk that, upon management’s physical examination of our Mineral Claim, if no commercially viable deposits of minerals have been located.  

 

Our Mineral Claim is without known reserves and our proposed program is exploratory in nature.


Target Deposit Models


The Donald Property consists primarily of rocks assigned to the Quesnel Terrane and is advantageously situated along the Pinchi Fault.  The Pinchi Fault and its splays, as well as zones of distributed strain in the rocks around it, provide likely structural controls for mineralization.  Numerous deposits and mineral prospects are localized along and near the main fault, including the Lorraine Copper Deposit, The Kwanika porphyry copper deposit, the Pinchi and Takla Bralorne mercury mines, gold-bearing quartz-stibnite veins at the Snowbird and Indata prospects and the Lustdust skarn-manto system 4 km west of the fault.  Of the various deposit types found in the region, porphyry copper deposits command the bulk of exploration focus.

 

Copper Porphyry Deposits

Porphyry copper deposits are large, relatively low-grade intrusion-related deposits in which primary (hypogene) ore minerals are dominantly structurally controlled and which are spatially and genetically related to felsic to intermediate porphyritic intrusions (Kirkham, 1972).  Porphyry deposits represent the most important source of both copper and molybdenum in the world as well as major sources of gold and silver.  The Quesnel-Stikine Terrane is host to almost all economically important deposits currently under development in British Columbia.  Some calc-alkalic porphyry copper-molybdenum ± gold ± silver and alkalic porphyry copper-gold-silver ± molybdenum ± palladium/palladium deposits and past or present producers found within Quesnellia- Stikina include: Copper Mountain, Afton, Mt. Polley, Galore Creek, Kemess (North and South), and the Red Chris (see figure below).   The very large Mt. Milligan deposit is 43 miles east of the Donald Claim and Serengeti Resource’s impressive Kwanika Deposit, where proximity of the north-striking Pinchi fault zone is evidenced by the presence of numerous fractures, shears and faults.  Serengeti’s Kwanika deposit is approximately 19 miles north.


Current Condition of our Mineral Claim


Our mineral claim may be accessed by an all-weather Forest Service Road but is otherwise unimproved.


Competition


The mineral exploration industry, in general, is intensely competitive and even if commercial quantities of reserves are discovered, a ready market may not exist for the sale of the reserves.


Most companies operating in this industry are more established and have greater resources to engage in the production of mineral claims.  We were incorporated on April 9, 2014 and our operations are not well-established.  Our resources at the present time are limited.  We may exhaust all of our resources and be unable to complete full exploration of our Mineral Claim.  There is also significant competition to retain qualified personnel to assist in conducting mineral exploration activities.   If a commercially viable deposit is found to exist and we are unable to retain additional qualified personnel, we may be unable to enter into production and achieve profitable operations.  These factors set forth above could inhibit our ability to compete with other companies in the industry and enter into production of the mineral claim if a commercial viable deposit is found to exist.


Numerous factors beyond our control may affect the marketability of any substances discovered.  These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our not receiving an adequate return on invested capital.

 



28




Employees


We have no employees as of the date of this prospectus other than our president and CEO, Mr. Aguirre. We conduct our business largely through agreements with consultants and other independent third party vendors.


Research and Development Expenditures


We have not incurred any research or development expenditures since our incorporation.


Subsidiaries


On May 8, 2014, the Company incorporated a wholly-owned subsidiary, NRC Exploration LLC in the State of Nevada for the purpose of conduction mineral exploration.


Patents and Trademarks


We do not own, either legally or beneficially, any patent or trademark.


Legal Proceedings


We are not currently a party to any legal proceedings. We are not aware of any pending legal proceeding to which any of our officer, 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.


Market for Common Equity and Related Stockholder Matters


No Public Market for Common Stock


There is presently no public market for our common stock.  We anticipate making an application for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  We can provide no assurance that our shares will be traded on the bulletin board, or if traded, that a public market will materialize.


The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;(b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask  price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.


The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the

market value of each penny stock held in the customer's account.




29




In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.


These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.


Holders of Our Common Stock


Currently, we have one (1) holder of record of our common stock.


Rule 144 Shares


None of our common stock is currently available for resale to the public under Rule 144.


In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:


1.

one percent of the number of shares of the company's common stock then outstanding; or


2.

the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.


Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.


Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.


Stock Option Grants


To date, we have not granted any stock options.


Dividends


There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:


1.

we would not be able to pay our debts as they become due in the usual course of business; or


2.

our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.


We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.





30




Financial Statements


AUDITED CONSOLIDATED FINANCIAL STATEMENTS









NOGALES RESOURCES CORP.


FINANCIAL STATEMENTS


April 30, 2014


(Stated in US Dollars)
































31




[NOGALES_S1005.JPG]


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders

Nogales Resources Corp.


We have audited the accompanying balance sheet of Nogales Resources Corp. (the "Company") as of April 30, 2014 and the related statements of operations, stockholder’s equity, and cash flows from inception (April 9, 2014) to April 30, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over the financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nogales Resources Corp. as of April 30, 2014 and the result of its operations and its cash flows from inception (April 9, 2014) to April 30, 2014, in conformity with U.S. generally accepted accounting principles.


The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ De Joya Griffith, LLC

Henderson, Nevada

June 6, 2014.


De Joya Griffith, LLC 2580 Anthem Village Dr. Henderson, NV 89052

Telephone (702) 563-1600 Facsimile (702) 920-8049

www.dejoyagriffith.com



F-1




NOGALES RESOURCES CORP.

BALANCE SHEET

(Stated in US Dollars)



 

 

April 30,

ASSETS

 

2014

 

 

 

Current

 

 

  Cash

 

$

34,959

 

 

 

 

Total assets

 

$

34,959

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current

 

 

 

  Accounts payable and accrued liabilities

 

$

1,441

Total current liabilities

 

 

1,441

 

 

 

 

Long term liabilities

 

 

 

  Due to related party - Note 4

 

 

23,000

Total long term liabilities

 

 

23,000

 

 

 

 

Total liabilities

 

 

24,441

 

 

 

 

STOCKHOLDER’S EQUITY

 

 

 

 

 

 

 

Preferred stock, $0.001 par value

 

 

 

  10,000,000 shares authorized, none outstanding

 

 

 

Common stock, $0.001 par value - Notes 4 and 5

 

 

 

  90,000,000 shares authorized

 

 

 

  1,600,000 shares issued and outstanding

 

 

1,600

Additional paid in capital

 

 

10,400

Accumulated deficit

 

 

(1,482)

 

 

 

 

Total stockholder’s equity

 

 

10,518

 

 

 

 

Total liabilities & stockholder’s equity

 

$

34,959













SEE ACCOMPANYING NOTES



F-2




NOGALES RESOURCES CORP.

STATEMENT OF OPERATIONS

(Stated in US Dollars)



 

 

From

 

 

inception

 

 

(April 9,

 

 

2014) to

 

 

April 30,

 

 

2014

 

 

 

Expenses

 

 

  Bank charges

 

$

41

  Legal fees

 

 

1,316

  Office expenses

 

 

125

 

 

 

 

Net loss

 

$

(1,482)

 

 

 

 

 

 

 

 

Basic loss per share

 

$

(0.02)

 

 

 

 

Weighted average number of shares outstanding - basic

 

 

76,091



























SEE ACCOMPANYING NOTES



F-3




NOGALES RESOURCES CORP .

STATEMENT OF STOCKHOLDER’S EQUITY

for the period from inception (April 9, 2014) to April 30, 2014

(Stated in US Dollars)



 

 

 

 

 

Additional

 

 

 

 

 

Paid In

Accumulated

 

 

Preferred Shares

Common Shares

Capital

Deficit

Total

 

Number

Amount

Number

Amount

 

 

 

Balance, inception (April 9, 2014)

-

$

-

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital stock issued to founder for cash:

-

 

-

1,600,000

 

1,600

 

10,400

 

-

 

12,000

Net loss for the period

-

 

-

-

 

-

 

-

 

(1,482)

 

(1,482)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2014

-

$

-

1,600,000

$

1,600

$

10,400

$

(1,482)

$

10,518


































SEE ACCOMPANYING NOTES



F-4




NOGALES RESOURCES CORP.

STATEMENT OF CASH FLOWS

(Stated in US Dollars)



 

 

From

 

 

inception

 

 

(April 9,

 

 

2014) to

 

 

April 30,

 

 

2014

 

 

 

Cash Flows used in Operating Activities

 

 

  Net loss

 

$

(1,482)

  Changes in non-cash working capital items:

 

 

 

    Accounts payable and accrued liabilities

 

 

1,441

 

 

 

 

Net cash used in operating activities

 

 

(41)

 

 

 

 

Cash Flows from Financing Activities

 

 

 

  Capital stock issued

 

 

12,000

  Due to related party

 

 

23,000

 

 

 

 

Net cash provided by financing activities

 

 

35,000

 

 

 

 

Increase in cash during the period

 

 

34,959

 

 

 

 

Cash, beginning of the period

 

 

-

 

 

 

 

Cash, end of the period

 

$

34,959

 

 

 

 

Supplemental information

 

 

 

 

 

 

 

Interest and taxes paid in cash

 

$

-














SEE ACCOMPANYING NOTES



F-5




NOGALES RESOURCES CORP.

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2014

(Stated in US Dollars)



Note 1

Nature of Operations and Ability to Continue as a Going Concern


The Company was incorporated in the state of Nevada, United States of America on April 9, 2014.  The Company was formed for the purpose of acquiring exploration and development stage mineral properties.  The Company’s year-end is April 30.


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 fiscal year.  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.  The Company has yet to achieve profitable operations, has accumulated losses of $1,482 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 from shareholders or other sources 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 or on acceptable terms, if at all.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.


Note 2

Summary of Significant Accounting Policies


The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are stated in US dollars.  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 financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:


Cash


Cash consists of all highly liquid investments that are readily convertible to cash within 90 days when purchased.









F-6




Nogales Resources Corp.

Notes to the Consolidated Financial Statements

April 30, 2014

(Stated in US Dollars)



Note 2

Summary of Significant Accounting Policies - (cont’d)


Mineral Property


The Company is primarily engaged in the acquisition, exploration and development of mineral properties.


Mineral property acquisition costs are capitalized in accordance with FASB ASC 930, “Extractive Activities-Mining,” when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures.  Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met.


In the event that mineral property acquisition costs are paid with Company shares, those shares are recorded at the estimated fair value at the time the shares are due in accordance with the terms of the property agreements.


Mineral property exploration costs are expensed as incurred.


When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre-feasibility, the costs incurred to develop such property are capitalized.


Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.  Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards.  Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.


To date the Company has not established any proven or probable reserves on its mineral properties.


Asset Retirement Obligations


Asset retirement obligations (“ARO”) associated with the retirement of a tangible long-lived asset, are recognized as liabilities in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated assets. The cost of tangible long-lived assets, including the initially recognized ARO, is amortized, such that the cost of the ARO is recognized over the useful life of the assets.  The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted fair value is accreted to the expected settlement value.  The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk-free interest rate.  As of November 30, 2013 and November 30, 2012, the Company has determined no provision for ARO’s is required.





F-7




Nogales Resources Corp.

Notes to the Consolidated Financial Statements

April 30, 2014

(Stated in US Dollars)



Note 2

Summary of Significant Accounting Policies - (continued)


Impairment of Long- Lived Assets


The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.  The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable.  When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360- 0 through 15-5, Impairment or Disposal of Long- Lived Assets.


Foreign Currency Translation


The Company’s functional currency is the United States dollar as substantially all of the Company’s operations are in the USA. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”).


Assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the period.  Translation adjustments from the use of different exchange rates from period to period are included in the Accumulated Other Comprehensive Income account in Stockholder’s Equity, if applicable.  Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date.  Any exchange gains and losses are included in the Statement of Operations and Comprehensive Loss.


Income Taxes


The Company uses the asset and liability method of accounting for income taxes.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.


The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.










F-8




Nogales Resources Corp.

Notes to the Consolidated Financial Statements

April 30, 2014

(Stated in US Dollars)



Note 2

Summary of Significant Accounting Policies - (cont’d)


Earnings per share


In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,”  basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method.  Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.  


Newly Issued Accounting Pronouncements


The Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.


Note 3

Financial Instruments


Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.


In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs.  The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.  Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:


Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.


Level 2 - inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.



F-9




Nogales Resources Corp.

Notes to the Consolidated Financial Statements

April 30, 2014

(Stated in US Dollars)



Note 3

Financial Instruments - (Cont’d)


Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.


The carrying value of the Company’s financial assets and liabilities which consist of cash, accounts payable and accrued liabilities, and due to related parties in management’s opinion approximate their fair value due to the short maturity of such instruments.  These financial assets and liabilities are valued using level 3 inputs, except for cash which is at level 1.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.


Note 4

Related Party Transactions


On April 30, 2014, the Company received and accepted a subscription to purchase 1,600,000 common shares at $0.0075 per share for aggregate proceeds of $12,000 from the Company’s president.  The subscription agreement permitted the Company to accept 160,000 Mexican Peso’s in full settlement of the share subscription.  The share subscription was settled in Mexican Peso’s.


On April 28, 2014, the Company President loaned $23,000 to the Company and the Company issued a promissory note in the amount of $23,000.  The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.  During the period ended April 30, 2014 the Company charged interest expense of $nil pursuant to this note payable.  Total accrued interest on this note as of April 30, 2014 was $nil.


Note 5

Capital Stock


The authorized common stock of the Company consists of 90,000,000 shares of common stock with par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. As of April 30, 2014 the Company had 1,600,000 common stock and zero preferred stock outstanding.


On April 30, 2014, the Company issued 1,600,000 common shares to the Company’s president at $0.0075 per share for total proceeds of $12,000.














F-10




Nogales Resources Corp.

Notes to the Consolidated Financial Statements

April 30, 2014

(Stated in US Dollars)



Note 6

Income Taxes


A reconciliation of the income tax provision computed at statutory rates to the reported tax provision is as follows:


 

 

April 9,

 

 

2014 (Date

 

 

of Inception) to

 

 

April 30

 

 

2014

 

 

 

Basic statutory and state income tax rate

 

35.0%

 

 

 

 

 

April 9,

 

 

2014 (Date

 

 

of Inception) to

 

 

April 30

 

 

2014

 

 

 

Approximate loss before income taxes

 

$  1,482

 

 

 

Expected approximate tax recovery on net loss, before income tax

 

$  519

Changes in valuation allowance

 

(519)

Deferred income tax recovery

 

$  -


Significant components of the Company’s deferred tax assets and liabilities are as follows:


 

 

April 9,

 

 

2014 (Date

 

 

of Inception) to

 

 

April 30

 

 

2014

 

 

 

Deferred income tax assets

 

 

    Non-capital losses carried forward

 

$  519

    Mineral properties

 

-

Less: valuation allowance

 

(519)

Deferred income tax assets

 

$  -


At April 30, 2014, the Company has incurred accumulated net operating losses in the United States of America totalling approximately $1,482 which are available to reduce taxable income in future taxation years.


These losses expire as follows:


Year of Expiry

Amount

 

 

2033

$  1,482



F-11




Nogales Resources Corp.

Notes to the Consolidated Financial Statements

April 30, 2014

(Stated in US Dollars)



Note 6

Income Taxes - (Cont’d)


The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carryforwards that is more-likely-than-not to be realized from future operations.  The Company has chosen to provide an allowance of 100% against all available income tax loss carryforwards, regardless of their time of expiry.


Note 7

Subsequent Event


a)

On May 8, 2014, the Company incorporated a wholly-owned subsidiary, NRC Exploration LLC in the State of Nevada, United States of America (“USA”) for the purpose of mineral exploration in North America.


b)

On May 20, 2014, the Company’s wholly owned subsidiary, NRC Exploration Ltd (“NRC”) entered into a property option agreement whereby NRC was granted an option to earn up to an 100% interest in the Donald mineral claims #1028301” (“the DON claims”).  


The DON claims are located in the Ominica mining district of the Province of British Columbia Canada, and are comprise 517 hectares.


Consideration for the option consists of cash payments totalling US$11,150, of which US$1,150 is payable upon the execution of the agreement (paid) and US$10,000 is due on or before April 30, 2017.


c)

Subsequent events were evaluated through June 6, 2014, the date the financial statements were issued.










F-12





CONSOLIDATED FINANCIAL STATEMENTS








NOGALES RESOURCES CORP.


CONSOLIDATED FINANCIAL STATEMENTS


July 31, 2014


(Stated in US Dollars)


(Unaudited)






























F-13




NOGALES RESOURCES CORP.

CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)

(Unaudited)



 

July 31,

April 30,

ASSETS

2014

2014

 

 

 

Current

 

 

  Cash

$

21,447

$

34,959

  Prepaid expenses

 

250

 

-

 

 

 

 

 

Total current assets

 

21,697

 

-

 

 

 

 

 

Mineral property option - Note 5

 

1,150

 

-

 

 

 

 

 

Total assets

$

22,847

$

34,959

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

  Accounts payable and accrued liabilities

$

-

$

1,441

Total current liabilities

 

-

 

1,441

 

 

 

 

 

Long term liabilities

 

 

 

 

  Accrued interest- related party - Note 6

 

355

 

-

  Due to related party - Note 6

 

23,000

 

23,000

Total long term liabilities

 

23,355

 

23,000

 

 

 

 

 

Total liabilities

 

23,355

 

24,441

 

 

 

 

 

STOCKHOLDER'S EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value

 

 

 

 

  10,000,000 shares authorized, none outstanding

 

 

 

 

Common stock, $0.001 par value - Notes 6 and 7

 

 

 

 

  90,000,000 shares authorized

 

 

 

 

  1,600,000 shares issued and outstanding

 

1,600

 

1,600

Additional paid in capital

 

10,400

 

10,400

Accumulated deficit

 

(12,508)

 

(1,482)

 

 

 

 

 

Total stockholder's equity (deficit)

 

(508)

 

10,518

 

 

 

 

 

Total liabilities & stockholder's equity (deficit)

$

22,847

$

34,959



SEE ACCOMPANYING NOTES THAT ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS



F-14




NOGALES RESOURCES CORP.

 CONSOLIDATED STATEMENT OF OPERATIONS

(Stated in US Dollars)

(Unaudited)




 

Three Months Ended

 

July 31, 2014

Expenses

 

   Audit and accounting fees

$

5,465

   Bank charges

 

196

   Foreign exchange

 

3

   Legal fees

 

1,407

   Office expenses

 

800

   Mineral property -  exploration costs

 

2,000

   Transfer and filing fees

 

800

 

 

 

Operating loss

 

10,671

 

 

 

   Interest expense - Note 6

 

355

 

 

 

Net loss

$

(11,026)

 

 

 

 

 

 

Basic loss per share

$

(0.01)

 

 

 

Weighted average number of shares outstanding - basic

 

1,600,000


















SEE ACCOMPANYING NOTES THAT ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS



F-15




NOGALES RESOURCES CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY (DEFICIT)

For the period from inception (April 9, 2014) to July 31, 2014

(Stated in US Dollars)

(Unaudited)



 

 

 

 

 

Additional

 

 

 

 

 

Paid In  

Accumulated

 

 

Preferred Shares

Common Shares

Capital

Deficit

Total

 

Number

Amount

Number

Amount

 

 

 

Balance, inception (April 9, 2014)

-

$

-

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital stock issued to founder for cash:

-

 

-

1,600,000

 

1,600

 

10,400

 

-

 

12,000

Net loss for the period

-

 

-

-

 

-

 

-

 

(1,482)

 

(1,482)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2014

-

$

-

1,600,000

$

1,600

$

10,400

$

(1,482)

$

10,518

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

-

 

-

-

 

-

 

-

 

(11,026)

 

(11,026)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, July 31, 2014

-

$

-

1,600,000

$

1,600

$

10,400

$

(12,508)

$

(508)




















SEE ACCOMPANYING NOTES THAT ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS



F-16




NOGALES RESOURCES CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Stated in US Dollars)

(Unaudited)


 

Three Months Ended

 

July 31, 2014

Cash Flows used in Operating Activities

 

  Net loss

$

(11,026)

  Changes in non-cash working capital items:

 

 

    Prepaid expenses

 

(250)

    Accounts payable and accrued liabilities

 

(1,441)

    Accrued interest - related party

 

355

 

 

 

Net cash used in operating activities

 

(12,362)

 

 

 

Cash flows from investing activities

 

 

  Acquisition of mineral property option

 

(1,150)

 

 

 

Net cash used by investing activities

 

(1,150)

 

 

 

Decrease in cash during the period

 

(13,512)

 

 

 

Cash, beginning of the period

 

34,959

 

 

 

Cash, end of the period

$

21,447

 

 

 

Supplemental information

 

 

 

 

 

Interest and taxes paid in cash

$

-



















SEE ACCOMPANYING NOTES THAT ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS



F-17




NOGALES RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2014

(Stated in US Dollars)

(Unaudited)


Note 1

Basis of Presentation


While the information presented in the accompanying July 31, 2014 interim consolidated financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with the accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.  These interim consolidated financial statements should be read in conjunction with the Company’s April 30, 2014 audited financial statements (notes thereto) included in the Company’s Form S-1.


Operating results for the three months ended July 31, 2014 are not necessarily indicative of the results that can be expected for the year ending April 30, 2015.


Note 2

Nature of Operations and Ability to Continue as a Going Concern


The Company was incorporated in the state of Nevada, United States of America on April 9, 2014.  The Company was formed for the purpose of acquiring and developing mineral properties.  The Company’s year-end is April 30.


These consolidated 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 fiscal year.  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.  The Company has yet to achieve profitable operations, has accumulated losses of $12,508 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 from shareholders or other sources 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 or on acceptable terms, if at all.  The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.








F-18




Nogales Resources Corp.

Notes to the Consolidated Financial Statements

July 31, 2014

(Stated in US Dollars)

(Unaudited)



Note 3

Summary of 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 and are stated in US dollars.  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 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 NRC Exploration LLC., a wholly owned subsidiary incorporated in Nevada, USA on May 8, 2014.  All significant inter-company transactions and balances have been eliminated.


Cash


Cash consists of all highly liquid investments that are readily convertible to cash within 90 days when purchased.


Mineral Property


The Company is primarily engaged in the acquisition, exploration and development of mineral properties.


Mineral property acquisition costs are capitalized in accordance with FASB ASC 930, “Extractive Activities-Mining,” when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures.  Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met.


In the event that mineral property acquisition costs are paid with Company shares, those shares are recorded at the estimated fair value at the time the shares are due in accordance with the terms of the property agreements.


Mineral property exploration costs are expensed as incurred.


When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre-feasibility, the costs incurred to develop such property are capitalized.


Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.  Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards.



F-19




Nogales Resources Corp.

Notes to the Consolidated Financial Statements

July 31, 2014

(Stated in US Dollars)

(Unaudited)



Note 3

Summary of Significant Accounting Policies - (cont’d)


Mineral Property - (cont’d)


Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.


To date the Company has not established any proven or probable reserves on its mineral properties.


Asset Retirement Obligations


Asset retirement obligations (“ARO”) associated with the retirement of a tangible long-lived asset, are recognized as liabilities in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated assets. The cost of tangible long-lived assets, including the initially recognized ARO, is amortized, such that the cost of the ARO is recognized over the useful life of the assets.  The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted fair value is accreted to the expected settlement value.


The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk-free interest rate.  As of July 31, 2014the Company has determined no provision for ARO’s is required.


Impairment of Long- Lived Assets


The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.  The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable.  When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-0 through 15-5, Impairment or Disposal of Long- Lived Assets.


Foreign Currency Translation


The Company’s functional currency is the United States dollar as substantially all of the Company’s operations are in the USA. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”).


Assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the period.  Translation adjustments from the use of different exchange rates from period to period are included in the Accumulated Other Comprehensive Income account in Stockholder’s Equity, if applicable.  Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date.  Any exchange gains and losses are included in the Statement of Operations and Comprehensive Loss.




F-20




Nogales Resources Corp.

Notes to the Consolidated Financial Statements

July 31, 2014

(Stated in US Dollars)

(Unaudited)



Note 3

Summary of Significant Accounting Policies - (cont’d)


Income Taxes


The Company uses the asset and liability method of accounting for income taxes.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases.


Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.


The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.


Earnings per share


In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method.  Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.  


Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Newly Issued Accounting Pronouncements


We have reviewed all new accounting pronouncements and, except as set forth below, do not expect any new pronouncements or guidance to have an impact on our results of operations or financial position:

 

We have elected to adopt FASB Accounting Standards Update No. 2014-10, which amends Topic 915 of the FASB Accounting Standards Codification to remove the financial reporting distinction between exploration stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for exploration stage entities to (1) present inception-to-date information in the statements of income, cash flows, and stockholder’s equity (deficit), (2) label the financial statements as those of a exploration stage entity, (3) disclose a description of the exploration stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a exploration stage entity that in prior years it had been in the exploration stage.  Although we do not expect this pronouncement to affect our actual results of operations or financial position, it will affect the presentation of our financial statements, in that inception-to-date information will not be presented in our statements of operations, cash flows, or stockholder’s equity (deficit).

F-21




Nogales Resources Corp.

Notes to the Consolidated Financial Statements

July 31, 2014

(Stated in US Dollars)

(Unaudited)



Note 4

Financial Instruments


Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.


In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs.  The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.  Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:


Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.


Level 2 - inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.


Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.


The carrying value of the Company’s financial assets and liabilities which consist of cash, accounts payable and accrued liabilities, and due to related parties in management’s opinion approximate their fair value due to the short maturity of such instruments.  These financial assets and liabilities are valued using level 3 inputs, except for cash which is at level 1.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.


Note 5

Mineral Property


On May 20, 2014, the Company’s wholly owned subsidiary, NRC Exploration Ltd (“NRC”) entered into a property option agreement whereby NRC was granted an option to earn up to an 100% interest in the Donald mineral claim #1028301”.  The Donald claim is located in the Omineca mining district of the Province of British Columbia Canada, and comprises 517 hectares.


Consideration for the option consists of cash payments totaling US$11,150, of which US$1,150 is payable upon the execution of the agreement (paid) and US$ 10,000 is due on or before April 30, 2017.





F-22




Nogales Resources Corp.

Notes to the Consolidated Financial Statements

July 31, 2014

(Stated in US Dollars)

(Unaudited)



Note 6

Related Party Transactions


On April 30, 2014, the Company received and accepted a subscription to purchase 1,600,000 common shares at $0.0075 per share for aggregate proceeds of $12,000 from the Company’s president.  The subscription agreement permitted the Company to accept 160,000 Mexican Peso’s in full settlement of the share subscription.  The share subscription was settled in Mexican Peso’s.


On April 28, 2014, the Company President loaned $23,000 to the Company and the Company issued a promissory note in the amount of $23,000.  The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.  During the three month period ended July 31, 2014 the Company charged interest expense of $355 pursuant to this note payable.  Total accrued interest on this note as of July 31, 2014 was $355.


Note 7

Capital Stock


The authorized common stock of the Company consists of 90,000,000 shares of common stock with par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. As of July 31, 2014 the Company had 1,600,000 common stock and zero preferred stock outstanding.


On April 30, 2014, the Company issued 1,600,000 common shares to the Company’s president at $0.0075 per share for total proceeds of $12,000.


Note 8

Subsequent Events


The Company has determined there are no reportable subsequent events.


Subsequent events were evaluated through September 5, 2014, the date the financial statements were issued.


















F-23




Management discussion and analysis

  

Our business plan is to proceed with the exploration of our Mineral Claim to determine whether there are commercially exploitable reserves of minerals.  We intend to proceed with an initial exploration program as recommended by our consulting geologist.


Our Consulting Geologist is well experienced in the mineral exploration business and provided us with the expected costs of the initial exploration program. Our Consultant Geologist can either provide all of the geological services which we will require or sub-contract out these services to others. We have a written agreement with our Consulting Geologist that requires him to review all of the results from the exploration work performed upon our mineral claim, to make recommendations based upon those results, and to conduct any exploration programs on the mineral claim that we may require. Our Consulting Geologist will be in charge of our exploration programs and shall visit the property in order to conduct our initial exploration project which is expected to commence in the spring of 2015.


We currently have sufficient funds available to complete our initial exploration program.


Mr. Misael Aguirre, our sole officer and director currently devotes only 5 to 10 hours per week to our business. Should the results of our exploration programs warrant it, he will devote more time to our company  in order to visit our mineral claim, and to devote additional time to arrange for financings either personally or through arrangements with outside financial consultants. We currently do not have an arrangement with a financial consultant and Mr. Aguirre does not have significant personal experience in raising capital.


Our sole officer, sole director, and controlling shareholder, does not have any prior mining experience or any technical training as a geologist or an engineer.  As a result, our management may lack certain skills that are advantageous in managing an exploration company. In addition, Mr. Aguirre’s decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could be impaired due to management’s lack of experience in geology and engineering.


Our sole officer and director, lacks any prior experience as a company chief executive.  In addition, Mr. Aguirre has no experience managing a publicly reporting company.  Accordingly, Mr. Aguirre will be less effective than more experienced managers in efficiently managing our ongoing regulatory compliance obligations and in dealing with such matters as the ongoing funding of our company, public relations, investor relations, and corporate governance.


We rely on outside contractors to assist us in the operation of our business. These arrangements are either verbal or contractual. We currently do not have any arrangements for financing and we may not be able to obtain financing when required.

 

We have elected to adopt FASB Accounting Standards Update No. 2014-10, which amends Topic 915 of the FASB Accounting Standards Codification to remove the financial reporting distinction between exploration stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for exploration stage entities to (1) present inception-to-date information in the statements of income, cash flows, and stockholder’s equity (deficit), (2) label the financial statements as those of a exploration stage entity, (3) disclose a description of the exploration stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a exploration stage entity that in prior years it had been in the exploration stage.  Although we do not expect this pronouncement to affect our actual results of operations or financial position, it will affect the presentation of our financial statements, in that inception-to-date information will not be presented in our statements of operations, cash flows, or stockholder’s equity (deficit).

 

Operating Budget for the Calendar Year Ending July 31, 2015


The operating budget for the fiscal year ending April 30, 2015 consists of planned expenditures for our initial mineral exploration program, as described above, and for necessary legal and accounting expenses.  Management’s

estimate of our planned expenditures by category and by calendar quarter for the next calendar year are set forth below:


Calendar year ending July 31, 2015

 

 

Q1

Q2

Q3

Q4

 

 

Fiscal year-ending April 30, 2015

2016 Fiscal year

 

 

Q2

Q3

Q4

Q1

 

Expense Category

 

 

 

 

Category Totals

Mining Exploration

$0

$$0

$11,790

$0

$11,790

Legal, Accounting

$2,000

$2,000

$2,000

$2,000

$8,000

Totals

$2,000

$2,000

$13,779

$2,000

$19,790

 

32




As of July 31, 2014, we had $21,447 in cash, and $21,697 in working capital.  On April 28, 2014, our sole officer and director loaned us $23,000 dollars. Our sole officer and Director, Mr. Aguirre, has offered to fund our basic legal and accounting compliance expenses through additional infusions of equity or debt capital on an as-needed basis, although he is under no legal obligation to provide funding.  This offer is not the subject of a formal written agreement with us, and there are no specific limits as to time or dollar amount.


We have sufficient cash, to fund our budget through the first quarter of our fiscal year ending April 30, 2016


Significant Equipment


We do not intend to purchase any significant equipment for the next twelve months.


Results of Operations for the period ending July 31, 2014


Results of Operations for the Period from inception (April 9, 2014) until July 31, 2014


We generated no revenue and incurred operating expenses of $12,508 for the period from inception (April 9, 2014) until July 31, 2014. Our expenses for first quarter totaling $11,026 consisted of bank charges, legal fees, mineral property costs, and administrative expenses. We expect that our operating expenses will increase as we undertake our plan of operations, as outlined above.


Liquidity and Capital Resources


As of July 31, 2014, we had total current assets of $21,697, consisting of cash and prepaid expenses. We had no current liabilities.  Accordingly, we had working capital of $21,697 as of July 31, 2014.


As of April 28, 2014 our sole officer and director loaned the Company $23,000 which is evidenced by a Promissory Note in the amount of $23,000 with interest accruing on the principal amount of 6% per annum and due on December 31, 2018.


Our sole officer and Director, Mr. Aguirre, has offered to fund our basic legal and accounting compliance expenses through additional infusions of equity or debt capital on an as-needed basis, although he is under no legal obligation to provide funding.  This offer is not the subject of a formal written agreement with us, and there are no specific limits as to time or dollar amount.


As outlined above, we expect to spend approximately $19,790 toward the initial implementation of our business plan through the course of the calendar year ending July 31, 2015.   If 100% of this offering is sold we expect to receive $11,250. Provided our Consulting Geologist recommends further mineral exploration programs all of these funds will be expended on exploration programs and working capital.


We have sufficient cash, to fund our budget through the first quarter of our calendar year ending July 31, 2015. If substantially less than the maximum offering is sold, however, our ongoing ability to meet budgets and to implement our business plan may be impaired. In addition, we will require significant additional capital in order to undertake commercial mineral production on our mineral claims following completion of our planned exploration activities.  We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.


Going Concern


As discussed in the notes to our financial statements, we have no established source of revenue.  This has raised substantial doubt for our auditors about our ability to continue as a going concern.  Without realization of additional capital, it would be unlikely for us to continue as a going concern.


Our activities to date have been supported by equity financing.  Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan.




33




Off Balance Sheet Arrangements


As of July 31, 2014, there were no off balance sheet arrangements.


Changes In and Disagreements with Accountants


We have had no changes in or disagreements with our accountants.


Director and Executive Officer


Our executive officer and director as of the date of this Prospectus is as follows:


Name

Age

Position(s) and Office(s) Held

Misael Aguirre

25

President, Chief Executive Officer,

Chief Financial Officer, and Director


Set forth below is a brief description of the background and business experience of our current executive officer and director.


Misael Aguirre.   Mr. Aguirre was appointed as our President, CEO, CFO, and sole Director concurrently with him founding the company on April 9, 2014.  For the past 5 years, Mr. Aguirre has been the sole proprietor of “PC Safe” a firm in the information technology business, based in Bucerias, Nayarit, Mexico.  Mr. Aguirre does not have any prior experience as a chief executive or as the head of a public company.  There are no items of specific professional experience, qualifications, or skills that led to his appointment as our sole officer and director.


There are no arrangements or understandings between Mr. Aguirre and any other person with respect to his becoming an officer and director or our company. He is not, nor has he been an officer or director of any other public company.


Directors

 

Our bylaws authorize no less than one (1) director and no more than thirteen (13) directors.  We currently have one Director.


Term of Office


Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.


Significant Employees


We have no significant employees other than our officer and director.

 

Executive Compensation


Compensation Discussion and Analysis


The Company presently not does have employment agreements with its named executive officer and it has not established a system of executive compensation or any fixed policies regarding compensation of executive officers.  Due to financial constraints typical of those faced by an exploration stage business, the company has not paid any cash and/or stock compensation to its named executive officer.

 

Our sole executive officer holds substantial ownership in the Company and is motivated by a strong entrepreneurial interest in growing our operations and potential revenue base to the best of his ability.   As our business and operations expand and mature, we expect to develop a formal system of compensation designed to attract, retain and motivate talented executives.



34




Summary Compensation Table


The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer from the date of our inception on April 9, 2014 to the date of this Prospectus, for all services rendered to us.


SUMMARY COMPENSATION TABLE

Name and

principal position

Year

Salary

($)

Bonus

($)

Stock Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

Misael

Aguirre, President, CEO, CFO, and director

2014

0

0

0

0

0

0

0

0


Narrative Disclosure to the Summary Compensation Table


Our named executive officer does not currently receive any compensation from the Company for his service as an officer of the Company.

 

Outstanding Equity Awards at the date of this Prospectus


The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the date of this Prospectus.


OUTSTANDING EQUITY AWARDS AT THE DATE OF THIS PROSPECTUS

OPTION AWARDS

STOCK AWARDS

Name

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

Number of

Securities

Underlying

Unexercised

Options

 (#)

Unexercisable

Equity

Incentive

 Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

Option

Exercise

 Price

 ($)

Option

Expiration

Date

 

Number

of

Shares

or Shares

of

Stock That

Have

Not

Vested

(#)

Market

Value

of

Shares

or

Shares

of

Stock

That

Have

Not

Vested

($)

Equity

Incentive

 Plan

Awards:

 Number

of

Unearned

 Shares,

Shares or

Other

Rights

That Have

 Not

Vested

(#)

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Shares or

Other

Rights

That

Have Not

 Vested

(#)

Misael

Aguirre

0

0

0

0

0

0

0

0

0






35




  Compensation of Directors Table


The table below summarizes all compensation paid to our directors at the date of this Prospectus.


DIRECTOR COMPENSATION

Name

Fees Earned or

Paid in

Cash

($)

Stock Awards

($)

Option Awards

($)

Non-Equity

Incentive

Plan

Compensation

($)

Non-Qualified

Deferred

Compensation

Earnings

($)

All

Other

Compensation

($)

Total

($)

Misael

Aguirre

0

0

0

0

0

0

0


Narrative Disclosure to the Director Compensation Table


Our director does not currently receive any compensation from the Company for his service as members of the Board of Directors of the Company.

 

Security Ownership of Certain Beneficial Owners and Management


The following table sets forth, as of the date of this Prospectus, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by our executive officer and director as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 1,600,000 shares of common stock issued and outstanding on the date of this Prospectus.

 

Title of

class

Name and address of

beneficial owner

Amount of

beneficial

ownership

Percent

of class

Common

Misael Aguirre

50 Liberty Street, suite 880

Reno, Nevada, 89501

1,600,000

100%

Common

Total all executive officers and directors (one person)

1.600,000

100%

  

  

  

  

Common

Other 5% Shareholders

  

  

  

None

  

  


As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.


The person named above has full voting and investment power with respect to the shares indicated.  Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

 

Securities Authorized for Issuance Under Equity Compensation Plans


To date, we have not adopted a stock option plan or other equity compensation plan and have not issued any stock, options, or other securities as compensation.



36



Disclosure of Commission Position of Indemnification for Securities Act Liabilities


In accordance with the provisions in our articles of incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.


Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

Certain Relationships and Related Transactions


Except as set forth below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us.


1.  On April 30, 2014 our founder, president, CEO, CFO, and sole director, Mr. Aguirre, contributed our initial equity capital by purchasing 1,600,000 shares of common stock in exchange for $12,000 at a price of $0.0075 per share.


2.  On April 28, 2014, Mr. Aguirre loaned us $23,000 which is evidenced by a Promissory Note in the amount of $23,000 with interest accruing on the principal amount of 6% per annum and due on December 31, 2018.


Our sole officer and Director, Mr. Aguirre, has offered to fund our basic legal and accounting compliance expenses through additional infusions of equity or debt capital on an as-needed basis, although he has no legal commitment to provide such funds.  This offer is not the subject of a formal written agreement with us, and there are no specific limits as to time or dollar amount.


Mr. Aguirre, as described herein, has taken the initiative in founding and organizing our business.  As such, he is a “promoter” within the definition provided by Rule 405 under the Securities Act of 1933. There are no other promoters of our company.


Available Information


We have filed a registration statement on form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus.  This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company.  We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials.  You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C.  Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549.  Please Call the Commission at (202) 942-8088 begin  for further information on the operation of the public reference rooms.  The Securities and Exchange Commission also maintains a Web Site at http://www.sec.gov that contains reports, proxy Statements and information regarding registrants that files electronically with the Commission.  Our registration statement and the referenced exhibits can also be found on this site.



37




If we are not required to provide an annual report to our security holders, we intend to still voluntarily do so when otherwise due, and will attach audited financial statements with such report.


Dealer Prospectus Delivery Obligation


Until ________________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

  






















































38




Part II


Information Not Required In the Prospectus


Item 13. Other Expenses Of Issuance And Distribution


The estimated costs of this offering are as follows:


Securities and Exchange Commission registration fee

$

1.45

Federal Taxes

$

0

State Taxes and Fees

$

0

Listing Fees

$

0

Printing and Engraving Fees

$

0

Transfer Agent Fees

$

250

Accounting fees and expenses

$

3,000

Legal fees and expenses

$

2,000

Total

$

5,251.45


All amounts are estimates, other than the Commission's registration fee.


Item 14. Indemnification of Directors and Officers


Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.


Under the governing Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation.  Our articles of incorporation do not contain any limiting language regarding director immunity from liability.  Excepted from this immunity are:


1.

a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;


2.

a violation of criminal law (unless the director had reasonable cause to believe that his or his conduct was lawful or no reasonable cause to believe that his or his conduct was unlawful);


3.

a transaction from which the director derived an improper personal profit; and


4.

willful misconduct.

 

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:


1.

such indemnification is expressly required to be made by law;


2.

the proceeding was authorized by our Board of Directors;


3.

such indemnification is provided by us, in our sole discretion, pursuant to the powers  vested us under Nevada law; or;


4.

such indemnification is required to be made pursuant to the bylaws.






39




Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.


Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.


Item 15. Recent Sales of Unregistered Securities


We closed an issue of 1,600,000 shares of common stock on April 30, 2014 to Mr. Misael Aguirre, our president, CEO, CFO, and sole director. Mr. Aguirre acquired these shares in exchange for $12,000 at a price of $0.0075 per share. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.  We did not engage in any general solicitation or advertising.

 

Item 16. Exhibits


Exhibit

Number

Description

3.1

Articles of Incorporation

3.2

By-laws

5.1

Opinion of Clark  Corporate Law Group LLP, with consent to use

10.1

Promissory Note in the amount of $23,000 due December 31, 2018

10.2

Geological Consultant Engagement Letter

10.3

Consulting Geologist Agreement

10.4

Property Option Agreement

10.5

Corporate Administrative Services Agreement with Melville Business Services Inc

23.1

Consent of Independent Registered Public Accounting Firm

99.1

Consent of Jason McLaughlin, Association of Professional Engineers and Geoscientist of the Province of British Columbia


Item 17. Undertakings


The undersigned registrant hereby undertakes:


1.   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;


     (a)  to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;


     (b) to reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation From the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.; and



40




     (c) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any  material change to such information in the registration statement.


2.   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


3.   To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.


4.     That each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to the Offering shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.


5.    That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:


The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:


(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);


(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;


(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and


(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.


Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable.


In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue.

 







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Signatures  


Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on September 29, 2014.



NOGALES RESOURCES CORP.


By: /s/ Misael Aguirre

Misael Aguirre

Chief Executive Officer Chief Financial Officer, Principal Accounting Officer, and sole Director

 



Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


By: /s/ Misael Aguirre

Misael Aguirre

Principal Executive Officer, Principal Financial Officer

Principal Accounting Officer and sole Director

Date: September 29, 2014.





















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ARTICLES OF INCORPORATION

OF

NOGALES RESOURCES CORP

ARTICLE I
NAME

The name of the corporation shall be Nogales Resources Corp (hereinafter, the “Corporation”).

ARTICLE II
REGISTERED OFFICE

The initial office of the Corporation shall be 50 West Liberty Street, Suite 880, Reno, NV 89501.  The initial registered agent of the Corporation shall be Nevada Agency and Transfer Company at 50 West Liberty Street, Suite 880, Reno, NV 89501.  The Corporation may, from time to time, in the manner provided by law, change the resident agent and the registered office within the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.

ARTICLE III
CAPITAL STOCK

Section 1.    Authorized Shares.    The aggregate number of shares which the Corporation shall have authority to issue is one hundred million (100,000,000) shares, consisting of two classes to be designated, respectively, "Common Stock" and "Preferred Stock," with all of such shares having a par value of $.001 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is ninety million (90,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is ten million (10,000,000) shares. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant to Section 3 of this Article III.

Section 2.    Common Stock.    

(a)    Dividend Rate.    Subject to the rights of holders of any Preferred Stock having preference as to dividends and except as otherwise provided by these Articles of Incorporation, as amended from time to time (hereinafter, the " Articles ") or the Nevada Revised Statues (hereinafter, the “ NRS ”), the holders of Common Stock shall be entitled to receive dividends when, as and if declared by the board of directors out of assets legally available therefor.

(b)    Voting Rights.    Except as otherwise provided by the NRS, the holders of the issued and outstanding shares of Common Stock shall be entitled to one vote for each share of Common Stock. No holder of shares of Common Stock shall have the right to cumulate votes.







(c)    Liquidation Rights.    In the event of liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, subject to the prior rights of holders of Preferred Stock to share ratably in the Corporation's assets, the Common Stock and any shares of Preferred Stock which are not entitled to any preference in liquidation shall share equally and ratably in the Corporation's assets available for distribution after giving effect to any liquidation preference of any shares of Preferred Stock. A merger, conversion, exchange or consolidation of the Corporation with or into any other person or sale or transfer of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(d)    No Conversion, Redemption, or Preemptive Rights.    The holders of Common Stock shall not have any conversion, redemption, or preemptive rights.

(e)    Consideration for Shares.    The Common Stock authorized by this Article shall be issued for such consideration as shall be fixed, from time to time, by the board of directors.

Section 3.    Preferred Stock.    

(a)    Designation.    The board of directors is hereby vested with the authority from time to time to provide by resolution for the issuance of shares of Preferred Stock in one or more series not exceeding the aggregate number of shares of Preferred Stock authorized by these Articles, and to prescribe with respect to each such series the voting powers, if any, designations, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions relating thereto, including, without limiting the generality of the foregoing: the voting rights relating to the shares of Preferred Stock of any series (which voting rights, if any, may be full or limited, may vary over time, and may be applicable generally or only upon any stated fact or event); the rate of dividends (which may be cumulative or noncumulative), the condition or time for payment of dividends and the preference or relation of such dividends to dividends payable on any other class or series of capital stock; the rights of holders of Preferred Stock of any series in the event of liquidation, dissolution, or winding up of the affairs of the Corporation; the rights, if any, of holders of Preferred Stock of any series to convert or exchange such shares of Preferred Stock of such series for shares of any other class or series of capital stock or for any other securities, property, or assets of the Corporation or any subsidiary (including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable); whether the shares of any series of Preferred Stock shall be subject to redemption by the Corporation and if subject to redemption, the times, prices, rates, adjustments and other terms and conditions of such redemption. The powers, designations, preferences, limitations, restrictions and relative rights may be made dependent upon any fact or event which may be ascertained outside the Articles or the resolution if the manner in which the fact or event may operate on such series is stated in the Articles or resolution. As used in this section "fact or event" includes, without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action by a person, government, governmental agency or political subdivision of a government. The board of directors is further authorized to increase or decrease (but not below the number of such shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. Unless the board of directors provides to the contrary in the resolution which fixes the characteristics of a series of Preferred Stock, neither the consent by series, or otherwise, of the holders of any outstanding Preferred Stock nor the consent of the holders of any outstanding Common Stock shall be required for the issuance of any new series of Preferred Stock regardless of whether the rights and preferences of the new series of Preferred Stock are senior or superior, in any way, to the outstanding series of Preferred Stock or the Common Stock.



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(b)    Certificate.    Before the Corporation shall issue any shares of Preferred Stock of any series, a certificate of designation setting forth a copy of the resolution or resolutions of the board of directors, and establishing the voting powers, designations, preferences, the relative, participating, optional, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the shares of Preferred Stock of such series, and the number of shares of Preferred Stock of such series authorized by the board of directors to be issued shall be made and signed by an officer of the corporation and filed in the manner prescribed by the NRS.

Section 4.    Non-Assessment of Stock.    The capital stock of the Corporation, after the amount of the subscription price has been fully paid, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles shall not be amended in this particular. No stockholder of the Corporation is individually liable for the debts or liabilities of the Corporation.

ARTICLE IV
DIRECTORS AND OFFICERS

Section 1.    Number of Directors.    The members of the governing board of the Corporation are styled as directors. The board of directors of the Corporation shall be elected in such manner as shall be provided in the bylaws of the Corporation. The board of directors shall consist of at least one (1) individual and not more than thirteen (13) individuals. The number of directors may be changed from time to time in such manner as shall be provided in the bylaws of the Corporation.        

Section 2.    Initial Directors.    The name and post office box or street address of the director(s) constituting the initial board of directors is:

Name

Address

Misael Velasco Aguirre

50 West Liberty Street, Suite 880, Reno, NV 89501


Section 3.    Limitation of Liability.    The liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS. If the NRS is amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors or officers, the liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS, as so amended from time to time.

Section 4.    Payment of Expenses.    In addition to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided for by the Corporation in its bylaws or by agreement, the expenses of officers and directors incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the Corporation or member, manager, or managing member of a predecessor limited liability company or affiliate of such limited liability company or while serving in any capacity at the request of the Corporation as a director, officer, employee, agent, member, manager, managing member, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise, shall be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an officer or director is successful on the merits in defense of any such action, suit or proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense. Notwithstanding anything to the contrary contained herein or in the bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a stockholder, including, but not limited to, in connection with such person being deemed an Unsuitable Person (as defined in Article VII hereof).



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Section 5.    Repeal And Conflicts.    Any repeal or modification of Sections 3 or 4 above approved by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director or officer of the Corporation existing as of the time of such repeal or modification. In the event of any conflict between Sections 3 or 4 above and any other Article of the Articles, the terms and provisions of Sections 3 or 4 above shall control.

ARTICLE VII

TRANSACTIONS WITH STOCKHOLDERS


Section 1. Control Share Acquisition Exemption . The corporation elects not to be governed by the provisions of NRS.§ 78.378 through NRS.§78.3793, inclusive, generally known as the “Control Share Acquisition Statute.”


Section 2. Combinations With Interested Stockholders . The corporation elects not to be governed by the provisions of NRS §78.411 through NRS §78.444, inclusive.

ARTICLE VI
BYLAWS

The board of directors is expressly granted the exclusive power to make, amend, alter, or repeal the bylaws of the Corporation pursuant to NRS 78.120.

IN WITNESS WHEREOF, the Corporation has caused these articles of incorporation to be executed in its name by its Incorporator on April 9, 2014.


/s/ Misael Velasco Aguirre






















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BY-LAWS

OF

NOGALES RESOURCES CORP


(A NEVADA CORPORATION)



ARTICLE I


OFFICES


Section 1.  Registered Office. The registered office of the corporation in the State of Nevada shall be at such place as the board shall resolve.


Section 2.  Other Offices.  The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the corporation may require.



ARTICLE II


CORPORATE SEAL


Section 3.  Corporate Seal.  The corporate seal shall consist of a die bearing the name of the corporation and the inscription, "Corporate Seal-Nevada." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.



ARTICLE III


STOCKHOLDERS' MEETINGS


Section 4.  Place of Meetings.  Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 2 hereof.

 

Section 5.  Annual Meeting.


          (a)

   The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.


(b)

At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.  To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto)




given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder.  For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation.  To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation.  A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal.  Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder's meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b).  The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

 

(c)

Only persons who are confirmed in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors.  Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c).  Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 5.  Such stockholder's notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (c) the class and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and




any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 5.  At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in the stockholder's notice of nomination which pertains to the nominee.  No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c).  The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.


(d)

For purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

 

           Section 6.  Special Meetings.


(a)

Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), and shall be held at such place, on such date, and at such time, as the Board of Directors shall determine.

 

 

(b)

If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by tele-graphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation.  No business may be transacted at such special meeting otherwise than specified in such notice.  The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request.  Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws.  If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give the notice.  Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.




Section 7.  Notice of Meetings.  Except as otherwise provided by law or the Articles of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting.  Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.


Section 8.  Quorum.  At all meetings of stockholders, except where otherwise provided by statute or by the Articles of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of not less than fifty percent (50%) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business.  In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting.  The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.  Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all action taken by the holders of a majority of the votes cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.  Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series.


Section 9.  Adjournment and Notice of Adjourned Meetings.  Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting,




a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.  


Section 10.  Voting Rights.  For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders.  Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Nevada law.  An agent so appointed need not be a stockholder.  No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.


Section 11.  Joint Owners of Stock.  If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally.  If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.


Section 12. List of Stockholders.  The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held.  The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.


Section 13. Action Without Meeting.   No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, or by the written consent of the stockholders setting forth the action so taken and signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote upon were present and voted.

 

Section 14.  Organization.


(a)

At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote,




present in person or by proxy, shall act as chairman.  The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.


(b)

The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.  Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.



ARTICLE IV


DIRECTORS


Section 15. Number and Qualification.  The authorized number of directors of the corporation shall be not less than one (1) nor more than thirteen (13) as fixed from time to time by resolution of the Board of Directors; provided that no decrease in the number of directors shall shorten the term of any incumbent directors.  Directors need not be stockholders unless so required by the Articles of Incorporation.  If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.


Section 16.  Powers.  The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Articles of Incorporation.


Section 17.  Election and Term of Office of Directors.  Members of the Board of Directors shall hold office for the terms specified in the Articles of Incorporation, as it may be amended from time to time, and until their successors have been elected as provided in the Articles of Incorporation.


 

Section 18.  Vacancies.  Unless otherwise provided in the Articles of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholder vote, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors.  Any director elected in accordance with the preceding sentence shall hold office for




the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified.  A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.


Section 19.  Resignation.  Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors.  If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors.  When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.


Section 20.  Removal .  Subject to the Articles of Incorporation, any director may be removed by the affirmative vote of the holders of a majority of the outstanding shares of the Corporation then entitled to vote, with or without cause.


Section 21.  Meetings.


(a)

Annual Meetings.  The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is held.  No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.


(b)

Regular Meetings.  Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 2 hereof.  Unless otherwise restricted by the Articles of Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the state of Nevada which has been designated by resolution of the Board of Directors or the written consent of all directors.


(c)

Special Meetings.  Unless otherwise restricted by the Articles of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Nevada whenever called by the Chairman of the Board, the President or any two of the directors.


(d)

Telephone Meetings.  Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.


(e)

Notice of Meetings.  Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, facsimile, email or sms text




messag e , during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting.  Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.


(f)

Waiver of Notice.  The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice.  All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.


Section 22.  Quorum and Voting.


(a)

Unless the Articles of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 43 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Articles of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Articles of Incorporation provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.


(b)

At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Articles of Incorporation or these Bylaws.


Section 23.  Action Without Meeting.  Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.


Section 24.  Fees and Compensation.  Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.


Section 25.  Committees.




(a)

Executive Committee.  The Board of Directors may by resolution passed by a majority of the whole Board of Directors appoint an Executive Committee to consist of one (1) or more members of the Board of Directors.  The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, including without limitation the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation.


(b)

Other Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law.  Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws.


(c)

Term.  Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member's term on the Board of Directors.  The Board of Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number of members of a committee or terminate the existence of a committee.  The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors.  The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.


(d)

Meetings.  Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any




such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter.  Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors.  Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.


Section 26.  Organization.  At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting.  The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.



ARTICLE V


OFFICERS


Section 27.  Officers Designated.  The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer, the Controller, all of whom shall be elected at the annual organizational meeting of the Board of Directors.  The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary.  The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate.  Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law.  The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.


Section 28.  Tenure and Duties of Officers.


(a)

General.  All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed.  Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.




(b)

Duties of Chairman of the Board of Directors.  The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 28.


(c)

Duties of President.  The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present.  Unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation.  The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.


(d)

Duties of Vice Presidents.  The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant.  The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.


(e)

Duties of Secretary.  The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation.  The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice.  The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.


(f)

Duties of Chief Financial Officer.  The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President.  The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation.  The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.  The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.





Section 29.  Delegation of Authority.  The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.


Section 30.  Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary.  Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time.  Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.  Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.


Section 31.  Removal.  Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.



ARTICLE VI


EXECUTION OF CORPORATE INSTRUMENTS AND VOTING

OF SECURITIES OWNED BY THE CORPORATION


Section 32.  Execution of Corporate Instrument.  The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.


Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer.  All other instruments and documents requiting the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.


All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person .or persons as the Board of Directors shall authorize so to do.


Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation




by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.


Section 33.  Voting of Securities Owned by the Corporation.  All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.



ARTICLE VII


SHARES OF STOCK


Section 34.  Form and Execution of Certificates.  Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Articles of Incorporation and applicable law.  Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation.   Any or all of the signatures on the certificate may be facsimiles.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.  Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.


Section 35.  Lost Certificates.  A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond in such form and amount as it




may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.


Section 36.  Transfers.


(a)

Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.


(b)

The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the Nevada Revised Statutes (“N.R.S.”), Chapter 78.


Section 37.  Fixing Record Dates.


(a)

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.


(b)

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record date is filed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.


Section 38.  Registered Stockholders.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.






ARTICLE VIII


OTHER SECURITIES OF THE CORPORATION


Section 39.  Execution of Other Securities.  All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons.  Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person.  In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.



ARTICLE IX


DIVIDENDS


Section 40.  Declaration of Dividends.  Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.


Section 41.  Dividend Reserve.   Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.






ARTICLE X


FISCAL YEAR


Section 42.  Fiscal Year.  The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.



ARTICLE XI


INDEMNIFICATION


Section 43.  Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.


(a)

Directors and Officers.  The corporation shall indemnify its directors and officers to the fullest extent not prohibited by N.R.S. Chapter 78; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under N.R.S. Chapter 78 or (iv) such indemnification is required to be made under subsection (d).


(b)

Employees and Other Agents.  The corporation shall have power to indemnify its employees and other agents as set forth in N.R.S. Chapter 78.


(c)

Expense.  The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said mounts if it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise.


Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly




and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.


(d)  Enforcement.  Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer.  Any right to indemnification or advances granted by this Bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor.  The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim.  In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standard of conduct that make it permissible under N.R.S. Chapter 78 for the corporation to indemnify the claimant for the amount claimed.  In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed in the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in N.R.S. Chapter 78, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.  In any suit brought by a director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on the corporation.


(e)  Non-Exclusivity of Rights.  The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.  The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by N.R.S. Chapter 78.


(f)  Survival of Rights.  The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.


(g)  Insurance.  To the fullest extent permitted by N.R.S. Chapter 78, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.





(h)  Amendments.  Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.


(i)  Saving Clause.  If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.


(j)  Certain Definitions.  For the purposes of this Bylaw, the following definitions shall apply:


(i)

The term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.


(ii)

The term "expenses" shall be broadly construed and shall include, without limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.


(iii)

The term the "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.


(iv)

References to a "director," "executive officer," "officer," "employee," or "agent" of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.


(v)

References to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an




employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Bylaw.


ARTICLE XII


NOTICES


Section 44.  Notices.


(a)

Notice to Stockholders.   Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent.


(b)

Notice to directors.  Any notice required to be given to any director may be given by the method stated in subsection (a), by telephone, facsimile, email or by sms text messag e , except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

 

(c)

Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.


(d)

Time Notices Deemed Given.  All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission.


(e)

Methods of Notice.  It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.


(f)

Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him ill the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.


(g)

Notice to Person with Whom Communication Is Unlawful.  Whenever notice is required to be given, under any provision of law or of the Articles of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be require and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person.  Any action or




meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.  In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of N.R.S. Chapter 78, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.


(h)

Notice to Person with Undeliverable Address.  Whenever notice is required to be given, under any provision of law or the Articles of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required.  Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given.  If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated.  In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of N.R.S. Chapter 78, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph.



ARTICLE XIII


AMENDMENTS


Section 45.  Amendments.


The Board of Directors shall have the sole power to adopt, amend, or repeal the Bylaws as set forth in the Articles of Incorporation.



ARTICLE XIV


LOANS TO OFFICERS


Section 46.  Loans to Officers.  The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation.  The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.  Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.





ARTICLE XV


BOARD OF ADVISORS


Section 47.

Board of Advisors.  The Board of Directors, in its discretion, may establish a Board of Advisors consisting of individuals who may or may not be stockholders or directors of the corporation.  The purpose of the Board of Advisors would be to advise the officers and directors of the corporation with respect to such matters as such officers and directors shall choose, and any other such matters which the members of such Board of Advisors deem appropriate in furtherance of the best interest of the corporation.  The Board of Advisors shall meet on such basis as the members thereof may determine.  The Board of Directors may eliminate the Board of Advisors at any time.  No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority within the corporation or any decision making power and shall be merely advisory in nature.  Unless the Board of Directors determines another method of appointment, the President shall recommend possible members to the Board of Directors, who shall approve or reject such appointments.





Declared and certified as the Bylaws of Nogales Resources Corp on April 9, 2014.


Signature of Officer:

/s/ Misael Velasco Aguirre


Name of Officer:

Misael Velasco Aguirre


Position of Officer:

President













CLARK CORPORATE LAW GROUP LLP


3273 E. Warm Springs

Las Vegas, NV  89120


200 S. Virginia St., 8th Floor

Reno, NV 89501

Bryan R. Clark

Scott P. Doney

 

 

 

Telephone:   702-312-6255

Christopher T. Clark

Joe Laxague

 

Facsimile:     702-944-7100

Richard T. Cunningham

 

Email:  jlaxague@clarkcorporatelaw.com


September 25, 2014


Nogales Resources Corp.

PO Box 80, Calle Columbia

Colonia 5 de Diciembre

Puerto Vallarta, CP48351

Jalisco, México


Dear Sirs:


We have acted as counsel to Nogales Resources Corp., a Nevada corporation (the “Company”), in connection with limited matters relating to the Company’s submission to the Securities and Exchange Commission of a registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, relating to the offering for sale of up to 1,500,000 shares of the Company’s common stock, par value $0.001 per (collectively, the “Shares”).


In this connection, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of the Articles of Incorporation and Bylaws of the Company, as amended through the date hereof, resolutions of the Company’s Board of Directors, and such other documents and corporate records relating to the Company and the issuance of the Shares as we have deemed appropriate. In all cases, we have assumed the genuineness of signatures, the authenticity of documents submitted to us as originals, the conformity to authentic original documents of documents submitted to us as copies, and the accuracy and completeness of all records and other information made available to us by the Company. We express no opinion concerning the law of any jurisdiction other than the State of Nevada.


On the basis of the foregoing, we are of the opinion that the Shares will be validly issued, fully paid and non-assessable when issued by the Company if the consideration for the Shares described in the prospectus is received by the Company.


We hereby consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.


Very truly yours,


/s/ Joe Laxague, Esq.





PROMISSORY NOTE



 April 28, 2014


FOR VALUE RECEIVED , Nogales Resources Corp., a Nevada Corporation, promises to pay Misael Velasco Aguirre, on or before December 31, 2018, the amount of Twenty Three Thousand Dollars ($23,000.00) in the currency of the United States, plus simple interest on the principal amount of this Promissory Note accrued at a rate of 6% per annum.


Time shall be the essence of this Promissory Note.


This Promissory Note shall be governed by and constituted in accordance with the laws of the State of Nevada.



NOGALES RESOURCES CORP.



Per /s/ Misael Velasco Aguirre

     Misael Velasco Aguirre, Pres., CEO, CFO







Jason McLaughlin, B.Sc. (Geology)

51-2565 Whiteley Court

North Vancouver B.C., V7J 2R5



May 16, 2014



Mr. Misael Velasco Aguirre

NRC Exploration LLC

c/o Nogales Resources Corp.

50 West Liberty Street Suite 880

Reno, Nevada, 89501



Dear Mr. Aguirre



Re: Geological Consultant Engagement Letter



The purpose of this letter is to outline the terms of my engagement as a Geological Consultant to NRC Exploration LLC (‘the Corporation”).  Upon your acceptance of this Engagement Letter, I shall act as a consultant to the Corporation on geological matters, and assist the Corporation in locating and acquiring mineral exploration properties located in western Canada.  I shall also provide you with a technical report on a suitable property which shall include a recommended exploration work program, and I shall conduct the work program described below, as may be requested by the Corporation.


The cost of my investigations to locate a suitable property on your behalf will be $500 US which shall become payable upon your acceptance of this Engagement Letter.  The cost of preparing a technical report shall be approximately $1,500 US which shall be come payable upon the completion of my technical report.


Kindly advise should you require additional information.


Yours truly




/s/ Jason McLaughlin

Jason McLaughlin








AGREED TO AND ACCEPTED, at Reno in the State of Nevada, this 16 day of May, 2014.

NRC Exploration LLC



per: /s/ Misael Velasco Aguirre

        Misael Velasco Aguirre



































CONSULTING GEOLOGIST AGREEMENT



THIS AGREEMENT is made as of this 21 th day of May, 2014



BETWEEN:



NRC EXPLORATION LLC., a Nevada corporation having a business address at

50 West Liberty Street, Suite 880, Reno, NV., 89501, (hereafter “NRC”)


OF THE FIRST PART



AND:



JASON K. McLAUGHLIN, a Professional Geologist having a residence at 51-2565 Whiteley Court, North Vancouver B.C., V7J 2R5, (hereafter “McLaughlin”)


OF THE SECOND PART




RECITALS


WHEREAS, N RC and the McLaughlin have entered into a Geological Consultant Letter Agreement, dated May 16, 2014, and;


WHEREAS, NRC has advised McLaughlin to prepare a technical report on the Donald mineral claim located in Omineca Mining District of the Provence of British Columbia, and;


WHEREAS, NRC desires to grant additional duties and responsibilities to McLaughlin with respect to the Donald mineral claim.



AGREEMENT


NOW THEREFORE, in consideration of the sum of $10.00 delivered by each party to the other party, the receipt of which is acknowledged, and other such valuable considerations, the parties hereby agrees as follows:


DUTIES AND RESOONSIBILITIES OF THE CONSULTANT


1.

Upon payment by NRC to McLaughlin of amounts due pursuant to the Geological Consultant Letter Agreement, NRC hereby requires that;


a)

Upon NRC’s approval and funding of an exploration program that McLaughlin conduct such mineral exploration programs as are recommended by him, and;





b)

upon the completion of any of the aforesaid programs, McLaughlin prepare a written technical report on the outcomes of any exploration program and make recommendations with respect to further exploration programs, if any.


2

Payment of the costs of preparing a technical report on the outcomes of any exploration program conducted by McLaughlin and recommendations, if any, for further mineral exploration programs on the Donald mineral property shall be included in the costs of such exploration programs recommended by McLaughlin.


ENTIRE AGREEMENT


3

This Agreement and the aforesaid Geological Consultant Letter Agreement embodies the entire agreement and understanding among the parties hereto and supersedes all prior agreements and undertakings, whether oral or written, relative to the subject matter hereof.


AMENDMENT


3.

This Agreement may not be changed orally but only by an agreement in writing, by the party or parties against which enforcement, waiver, change, modification or discharge is sought.


ENUREMENT


4.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.


GOVERNING LAW


5.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada and the parties irrevocably attorn to the jurisdiction of the said State.


HEADINGS


6.

The division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.


TIME OF THE ESSENCE


7.

Time shall be of the essence in the performance of this Agreement.


COUNTERPARTS


8.

This Agreement may be executed in any number of identical counterparts which shall constitute an original and collectively and separately constitute a single instrument or agreement.









IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day, month and year first above written.



NRC EXPLORATION LLC.




Per /s/ Misael Velasco Aguirre

     Misael Velasco Aguirre, Manager






Per /s/ Jason K. McLaughlin

/s/

      Jason K. McLaughlin

(witness)





























PROPERTY OPTION AGREEMENT





BETWEEN


BARRY J. PRICE


AND


NRC EXPLORATION LLC.







DONALD MINERAL CLAIMS

B.C. Mineral Tenure Act Claim # 1028301


THE PROVINCE OF BRITISH COLUMBIA

CANADA













1





TABLE OF CONTENTS


DEFINITIONS

3

 

 

REPRESENTATIONS AND WARRANTIES OF PRICE

4

 

 

REPRESENTATIONS AND WARRANTIES OF NRC

5

 

 

GRANT AND EXERCISE OF OPTION

5

 

 

RIGHT OF ENTRY

6

 

 

OBLIGATIONS OF NRC DURING PROPERTY OPTION PERIOD

6

 

 

TERMINATION OF OPTION

6

 

 

FORCE MAJEURE

7

 

 

CONFIDENTIAL INFORMATION

7

 

 

DEFAULT AND TERMINATION

7

 

 

NOTICES

8

 

 

GENERAL

8


























2



OPTION AGREEMENT



THIS AGREEMENT made effective as of the 20 th day of May, 20, 2014.


BETWEEN:

BARRY J. PRICE, an individual having a residence at 8220 East 14 th Street, North Vancouver, B.C., Canada


 (hereafter “Price”)


AND


NRC EXPLORATION LLC.. , a limited liability corporation, organized under the laws of the State of Nevada and having offices located at 50 West Liberty Street, Suite 880, Reno, Nevada.


(hereafter “NRC”)



WHEREAS:


A.

Price is the holder of or is entitled to become the holder of all Property Rights related to the Property; and


B.

Price has agreed to grant an Option to NRC to acquire an interest in and to the Property Rights and the Property, on the terms and conditions hereinafter set forth;



NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of $10.00 now paid by NRC to Price (the receipt of which is hereby acknowledged), the parties agree as follows:


DEFINITIONS


1.1

For the purposes of this Agreement the following words and phrases shall have the following meanings, namely:


a)

“Agreement” means this agreement and any amendments thereto from time to time;


b)

 “Commencement Date” means the date of this Agreement;


c)

“NRC” means NRC Exploration LLC.


d)

 “Option” means the irrevocable option for NRC to earn in and acquire a net undivided interest in and to the Property as provided in this Agreement;


e)

“Option Period” means the period commencing on the Commencement Date to, and including, April 30 th , 2017.


f)

“Price” means Barry J. Price, an individual.



3




g)

“Property” means the Donald mineral claims #1028301 located in the Province of British Columbia, Canada.


REPRESENTATIONS AND WARRANTIES OF PRICE


2.1

Price hereby acknowledges and confirms that it holds the Property Rights related to an undivided one hundred (100%) percent interest in the Property as at the date hereof.


2.2

Price represents and warrants to NRC that:

a)

Price is lawfully authorized to hold his interest in the Property and will remain so entitled until 100% of the interests of Price in the Property have been duly transferred to NRC as contemplated by the terms hereof;

b)

as at the date hereof and at the time of transfer to NRC of an interest in the mineral claims and/or exploration licenses comprising the Property Price is and will be the beneficial owner of its interest in the Property free and clear of all liens, charges, claims, royalties or net profit interests of whatsoever nature, and no taxes or rentals will be due in respect of any thereof;

c)

Price has the right and capacity to deal with the Property and the right to enter into this Agreement and to dispose of his right, title and interest in the Property as herein contemplated;

d)

there is no adverse claim or challenge against or to Price’s interest in the Property, nor to the knowledge of Price is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase such interest in the Property or any portion thereof other than this Agreement;

e)

no person has any royalty, net profit interests or other interest whatsoever in the Property;

f)

Price is duly authorized to execute  this Agreement and for the performance of this Agreement by him, and the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of its articles or constating documents or any indenture, agreement or other instrument whatsoever to which Price is a party or by which he is bound or to which he or the Property may be subject;

g)

no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, the placing of Price in bankruptcy or subject to any other laws governing the affairs of and insolvent person;

h)

there are no claims, proceedings, actions or lawsuits in existence and to the best of Price’s information and belief none are contemplated or threatened against or with respect to the right, title, estate and interest of Price in the Property;

i)

to the best of his information and belief, all laws, regulations and orders of all governmental agencies having jurisdiction over the Property have been complied with by Price;

j)

to the best of his information and belief Price is in good standing under all agreements and instruments affecting the Property to which he is a party or is bound.


2.3 The representations and warranties contained in this section are provided for the exclusive benefit of NRC, and a breach of any one or more thereof may be waived by NRC in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution hereof.


2.4 The representations and warranties contained in this section shall be deemed to apply to all assignments, transfers, conveyances or other documents transferring to NRC the interest to be acquired hereunder and there shall not be any merger of any covenant, representation or warranty in such assignments, transfers, conveyance or documents, any rule or law, in equity or statute to the contrary notwithstanding.



4




REPRESENTATIONS AND WARRANTIES OF NRC


3.1 NRC represents and warrants to Price that:

a)

it has been duly incorporated and validly exists as a Limited Liability Company in good standing under the laws of its jurisdiction of its formation;

b)

it is or will be prior to acquiring any undivided interest in the Property hereunder, lawfully authorized to hold mineral claims and real property under the laws of the jurisdiction in which the Property is situate;

c)

it has duly obtained all authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated by it will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of the articles or the constating documents of it or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which they are bound or to which it or the Property may be subject; and,

d)

no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of NRC or the placing of NRC in bankruptcy or subject to any other laws governing the affairs of insolvent Limited Liability Corporations.


3.2 The representations and warranties contained in this section are provided for the exclusive benefit of Price and a breach of any one or more thereof may be waived by Price in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution hereof.


3.3 The representations and warranties contained in this section shall be deemed to apply to all assignments, transfers, conveyances or other documents transferring to Price the interest to be acquired hereunder and there shall not be any merger of any covenant, representation or warranty in such assignments, transfers, conveyance or documents, any rule or law, in equity or statute to the contrary notwithstanding.


GRANT AND EXERCISE OF OPTION


4.1 Price hereby irrevocably grants to NRC the sole and exclusive right and Option to acquire a one hundred percent (100%) right, title, estate and interest of Price’s one hundred (100%) percent net undivided interest) in and to the Property Rights and Property, free and clear of all charges, encumbrances, claims, royalties and net profit interests of whatsoever nature.

  

.

4.2 The Option may be exercised at any time (subject to the terms as stated herein) by NRC:

a)

paying Price one thousand one hundred and fifty dollars US ($1,150) upon the execution of this agreement, and;

b)

paying Price ten thousand dollars US ($10,000) on or before April 30, 2017

c)

For income tax purposes, all Exploration Expenditures incurred by the operator pursuant to such programs shall be incurred for the benefit of NRC; and

d)

Until such time as the Option is exercised in accordance with the terms hereof, NRC shall have no interest of whatsoever nature in the Property Rights or the Property.




5




4.3 Within 30 days after the Completion Date, Price shall deliver to NRC such number of duly executed transfers which in the aggregate convey Price's interest to be acquired hereunder in the Property in favor of NRC. In the event that Price shall deliver notice to NRC that it has exercised the Option pursuant to the terms hereof, NRC shall be entitled to receive and to record such of the transfers contemplated hereby at its own cost with the appropriate governmental office to effect legal transfer of such interest in the Property into the name of NRC.


RIGHT OF ENTRY


5.1 During the term of this Agreement, the directors and officers of NRC and its servants, agents and independent contractors, shall have the sole and exclusive right in respect of the Property to:

a) enter thereon at their sole risk and expense;


b) do such prospecting, exploration, development and other mining work thereon and thereunder as NRC,  in its sole discretion may determine advisable;

c) bring upon and erect upon the Property such buildings, plant, machinery and equipment as NRC may deem advisable and for a period of six months following the termination of this Agreement, to remove such buildings, plant, machinery and equipment; and

d) remove therefrom and dispose of reasonable quantities of ores, minerals and metals for the purposes of obtaining assays or making other tests.


OBLIGATIONS OF NRC DURING OPTION PERIOD


6.1 During the term of this Agreement, NRC shall:


a) permit the directors, officers, employees and designated consultants of Price, at their own risk and expense, access to the Property at all reasonable times, and Price agrees to indemnify NRC against and to save it harmless from all costs, claims, liabilities and expenses that Price may incur or suffer as a result of any injury (including injury causing death) to any director, officer, employee or designated consultant of Price while on the Property;

b) permit Price, at its own expense, reasonable access to the results of the work done on the Property during the last completed calendar year;

c) do all work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority;

d) indemnify and save Price harmless in respect of any and all costs, claims, liabilities and expenses arising out of NRC’s activities on the Property.

e) maintain in good standing those mineral claims and/or exploration licenses comprised in the Property by the making of payment to the Province of British Columbia pursuant to the B.C. Mineral Tenure Act Regulations and to agencies of the Province of British Columbia as the case may be, and to perform of all other actions which may be necessary in that regard in order to keep such mineral claims free and clear of all liens and other charges arising from NRC’s activities thereon.


TERMINATION OF OPTION


8.1 Provided that NRC is not in default pursuant to the provisions hereof, NRC shall have the right at any time during the term of this Agreement to terminate the Option by providing not less than forty five (45) days written notice to Price.




6




8.2 Notwithstanding the termination of the Option, NRC shall have the right, within a period of one hundred and eighty (180) days following the end of the Option Period, to remove from the Property all buildings, plant, equipment, machinery, tools, appliances and supplies which have been brought upon the Property by or on behalf of NRC, and any such property not removed within such 180 day period shall thereafter become the property of Price.


FORCE MAJEURE


9.1 If NRC is at any time either during the term of this Agreement or thereafter prevented or delayed in complying with any provisions of this Agreement by reason of strikes, lock-outs, labor shortages, power shortages, fuel shortages, fires, wars, acts of God, governmental regulations restricting normal operations, shipping delays or any other reason or reasons, other than lack of funds, beyond the control of NRC, the time limits for the performance by NRC of its obligations hereunder shall be extended by a period of time equal in length to the period of each such prevention or delay, but nothing herein shall discharge NRC from its obligations hereunder to maintain the Property in good standing.


9.2 NRC shall give prompt notice to Price of each event of force majeure under Section 9.1 and upon cessation of such event shall furnish to Price with notice to that effect together with particulars of the number of days by which the obligations of Price hereunder have been extended by virtue of such event of force majeure and all preceding events of force majeure.


CONFIDENTIAL INFORMATION


10.1 The parties to this Agreement shall keep confidential all books, records, files and other information supplied by any party to the other party or to their employees, agents or representative in connection with this Agreement or in respect of the activities carried out on the Property by a party, or related to the sale of minerals, or other products derived from the Property, including all analyses, reports, studies or other documents prepared by a party or its employees, agents or representatives, which contain information from, or otherwise reflects such books, records, files or other information. The parties shall not and shall ensure that their employees, agents or representatives do not disclose, divulge, publish, transcribe, or transfer such information, all or in part, without the prior written consent of the other parties, which may not be arbitrarily withheld and which shall not apply to such information or any part thereof to the extent that:

a) prior to its receipt by a party such information was already in the possession of such party or its employees, agents or representatives; or

b) in respect of such information required to be publicly disclosed pursuant to applicable securities or corporate laws.


DEFAULT AND TERMINATION


11.1 If at any time during the term of this Agreement NRC fails to perform any obligation required to be performed by it hereunder or is in breach of a warranty given by it hereunder, which failure or breach materially interferes with the implementation of this Agreement, Price  may terminate this Agreement but only if:


a) it shall have first given to the defaulting NRC a notice of default containing particulars of the obligation which the defaulting NRC has not performed, or the warranty breached; and





7



b) the defaulting NRC has not, within forty-five (45) days following delivery of such notice of default, cured such default or commenced proceedings to cure such default by appropriate payment or performance, the defaulting NRC hereby agreeing that should it so commence to cure any default it will prosecute the same to completion without undue delay, provided however, that this paragraph shall not be extended to a default by NRC to exercise an Option pursuant to Article 4 thereof.


11.2 Notwithstanding Section 11.1 hereof, if at any time NRC fails to perform a condition precedent to the exercise of the Option, Price shall be entitled to forthwith terminate this Agreement.


NOTICES


12.1 Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be sent by prepaid registered mail deposited in a Post Office in the United States of America addressed to the party entitled to receive the same, or delivered, or telecopied to such party at the address for such party specified on the face page hereof. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered, or telecopied, or, if given by registered mail as aforesaid, shall be deemed conclusively to be the third business day after the same shall have been so mailed except in the case of interruption of postal services for any reason whatever, in which case the date of receipt shall be the date on which the notice, demand or other communication is actually received by the addressee.


12.2 Either party may at any time and from time to time notify the other party in writing of a change or address and the new address to which notice shall be given to it thereafter until further change.


GENERAL


13.1 This Agreement shall supersede and replace any other agreement or arrangement, whether oral or written, heretofore existing between the parties in respect of the subject matter of this Agreement.


13.2 No consent or waiver expressed or implied by any party in respect of any breach or default by any other party in the performance by such other of its obligations hereunder shall be deemed or construed to be a consent to or a waiver of any other breach of default.


13.3 The parties shall promptly execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance and do such further and other acts which may be reasonably necessary or advisable to carry out fully and effectively the intent and purpose of this Agreement or to record wherever appropriate the respective interest from time to time of the parties in the Property.


13.4 This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.


13.5 This Agreement shall,

(i) be governed by and construed in accordance with the laws of the State of Nevada and the parties hereby irrevocably attorn to the jurisdiction of the said state and

(ii) be subject to the approval of all securities regulatory authorities having jurisdiction, such approvals will be sought in a timely and diligent manner.


13.6 Time shall be of the essence in this Agreement.


13.7 Wherever the neuter and singular is used in this Agreement it shall be deemed to include the plural, masculine and feminine, as the case may be.



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13.8 The rights and obligations of each party shall be in every case several and not joint or joint and several.


13.9 This Agreement may be executed in any number of identical counterparts which shall constitute an original and collectively and separately constitute a single instrument or agreement.




IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.





/s/ Barry J. Price

 Barry J. Price





NRC EXPLORATION LLC.




Per /s/ Misael Velasco Aguirre

     Misael Velasco Aguirre, Manager

















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CORPORATE ADMINISTRATIVE SERVICES AGREEMENT

 

THIS AGREEMENT made effective as of the 15 th day of April 2014.


BETWEEN:

Nogales Resources Corp ., a Nevada Corporation, having offices at Calle Colombia, P.O. Box 80, C.P. 48351, Colonia 5 de Diciembre, Puerto Vallarta, Jalisco Mexico and 50 West Liberty Street Suite #880, Reno, Nevada, 89501.

(hereafter “Nogales”)

AND ;

Melville Business Services Inc., a Corporation having a office at 601-8623 Granville Street, Vancouver, B.C.

(hereafter (“Melville”)


RECIETALS:

         WHEREAS, Nogales is engaged in the business of mineral exploration, and the conduct of such other activities as may be incidental or related thereto; and

         WHEREAS, Nogales has and will have the need for administrative, related services from time to time, but has determined that it is not cost effective to maintain all the infrastructure associated therewith; and

         WHEREAS, in the event that Nogales issues to the public shares of its capital stock pursuant to a registration statement under the Securities Act of 1933, as amended, Nogales desires to continue to obtain the foregoing services from Melville; and

         WHEREAS, by this Agreement, Nogales and Melville desire to confirm their agreement with respect to services to be provided to Nogales commencing on April 15 th 2014 (the "Effective Date"), and to set forth the basis for Melville s providing further services of the type referred to herein; and

         WHEREAS, Melville is able and willing to provide the foregoing services to Nogales, and Nogales desires to engage Melville as an independent contractor to provide the same in accordance with the terms set forth herein:

         NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained herein, and for other good and valuable consideration, the receipt and legal sufficiency whereof are hereby acknowledged, the parties hereto further agree as follows:





ARTICLE I

SECTION 1. ADMINISTRATIVE SERVICES.  

1.1     Commencing on the Effective Date, Nogales hereby engages and retains Melville to provide or otherwise make available to Nogales the services described in this Section 1 (the "Administrative Services"), and Melville hereby accepts and agrees to provide such Administrative Services to Nogales, for the term and consideration as specified herein. The fee payable for such Administrative Services shall be determined in accordance with Section 3 hereof.

1.2. ACCOUNTING SERVICES. Melville shall assist Nogales with the following accounting services: maintenance of Nogales's general ledger; maintenance of Nogales's accounts payable and accounts receivable records; and maintenance of Nogales's fixed asset records. The services described in this Section 1.2 shall also be provided by Melville at the request of Nogales in connection with Nogales's preparation of any required filings with the Securities and Exchange Commission pursuant to United States securities laws. The services described in this Section 1.2 shall be provided by Melville until terminated pursuant to the provisions of Section 6.3 hereof.

1.3. CORPORATE RECORD-KEEPING SERVICES. Melville shall assist in maintaining all accounting records relating to Nogales, until such time as such records shall be disposed of in accordance with applicable legal requirements and Melville's normal record disposition policies.  


ARTICLE II

SECTION 2.        ADDITIONAL SERVICES.  

2.1 Beginning on such date or dates subsequent to the Effective Date as are mutually agreed to in writing by the parties, Melville will provide or otherwise make available to Nogales such services in addition to those described in Section 1 hereof as are reasonably requested by Nogales, subject in each case to the parties' agreement to financial consideration and other terms. In the event that Nogales desires to avail itself of any of such additional services, the parties shall negotiate in good faith to reach agreement on the scope and term of such services. When and if an agreement is reached, the parties shall prepare an appropriate schedule or addendum to this Agreement, in which the nature, scope and quality of such services is described in detail. Each such addendum shall be executed on behalf of each party hereto, shall be effective as of its date and shall, upon such effective date, be incorporated into and made an integral part of this Agreement.











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ARTICLE III

SECTION 3. REIMBURSEMENT OF EXPENSES.

3.1 IN CONNECTION with the Administrative Services pursuant to Section1 hereof and Additional Services pursuant to Section 2 hereof, Nogales shall reimburse Melville for any and all expenses or costs ("Charges") incurred or paid by Melville on behalf of Nogales in the performance of any of its responsibilities under this Agreement (including an appropriate allocation of overhead and general and administrative costs).

3.2 UNLESS Melville and Nogales shall agree to a different arrangement contrary to this Section 3.2, Nogales shall pay to Melville a fee for Administrative Services and Additional Services in an amount of Two Hundred and Fifty Dollars ($250.00) per month plus an additional fee of Fifty Dollars ($50) per hour for Administrative and Additional Services incurred during a current billing period which is in excess of 5 hours previously incurred for that billing period.   

3.3 THE CHARGES and Fees shall be billed and payment shall be made to Melville in U.S. Dollars.

3.4 NOGALES shall also pay any applicable sales or use taxes payable with respect to the Charges and the Fees.

3.5 MELVILLE shall, as and when necessary, prepare all applications, reports, statements and other documents showing the Charges, Fees and the related costs and expenses incurred or paid by Melville on behalf of Nogales in the performance of any of its responsibilities under this Agreement.

3.6 TO the extent that Nogales is billed by an outside provider directly, Nogales shall pay such bill directly. If Melville is billed by outside providers for services performed for Nogales pursuant to this Agreement, Melville may pay the bill and charge Nogales the amount of the bill or forward the bill to Nogales for payment by Nogales. A Fee will be payable on all amounts paid in connection with services related to Melville's responsibilities hereunder, regardless of whether Melville or Nogales paid such amounts; provided.


ARTICLE IV

SECTION 4. PAYMENT OF FEES.

4.1 AMOUNTS payable by Nogales for services provided by Melville under this Agreement shall be payable from and after the first day of the month following the month in which the Effective Date occurs. Thereafter, such amounts shall be paid monthly after the first day of the month following the month in which the services were provided.



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ARTICLE V

SECTION 5. DISCLAIMER, LIMITED LIABILITY.

5.1 MELVILLE will use reasonable efforts to make the Administrative Services available (and, if it agrees to provide the Additional Services, Additional Services) with substantially the same degree of care as it employs in making the same services available for its own operations; provided, however, that Melville shall not be liable to Nogales or any other person for any loss, damage or expense which may result therefrom or from any change in the manner in which Melville renders such services, so long as Melville deems such change necessary or desirable in the conduct of its own operations. Neither Melville or its agents who provide services to Nogales shall not be liable to Nogales or to any third party, including any governmental agency or Nogales's stockholders, for any claims, damages or expenses relating to the Administrative Services (and, if it agrees to provide the Additional Services, Additional Services) provided pursuant to this Agreement, except for willful malfeasance, bad faith or gross negligence in the performance of their duties or reckless disregard of their obligations and duties under the terms of this Agreement. Nogales shall have the ultimate responsibility for all services provided herein.


ARTICLE VI

SECTION 6.        TERM AND TERMINATION.

6.1 TERM. Except as provided in Section 6.2 hereof, the initial term of this Agreement shall commence on the Effective Date and continue on a month to month basis. This Agreement shall automatically renew at the end of the initial month for successive one-month terms until terminated in accordance with Section 6.3 hereof.

6.2 TERMINATION This Agreement or any Administrative Service specified in Section 1 hereof may be terminated by either party to this Agreement at anytime on 30 days' prior notice to the other party, or of other prior notice agreed to by the parties.

6.3 TERMINATION OF SPECIFIC SERVICES. Specific services provided hereunder may be terminated, or shall expire, as described in Section 1 hereof or in any schedule or addendum hereto. If and to the extent that Melville incurs expenses in connection with and resulting from termination of any specific services provided hereunder, Nogales shall reimburse Melville for such costs or expenses promptly upon receipt of an itemized account thereof










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6.4 POST-TERMINATION SERVICES. In the event of termination of this Agreement, or a service provided hereunder, pursuant to Section 6.3 hereof, Melville shall be required at Nogales's option to continue to provide the terminated services of the type then being provided to Nogales during the one-month period referred to in Section


6.3 hereof and, whether or not Nogales requests continuation of such services, Nogales shall continue to pay Melville the costs of such services for such one-month period. Subsequent to such one-month period, or in the event of termination of this Agreement pursuant to Section 6.3, corporate administrative services of the kind provided under the Agreement may continue to be provided to Nogales on an as-requested basis by Nogales, in which event Nogales shall be charged by Melville a fee pursuant to Section 3  and Section 4 of this Agreement.


ARTICLE VII

SECTION 7         OTHER ACTIVITIES OF MELVILLE  

7.1       NOGALES hereby recognizes that Melville now renders and may continue to render administrative and other services to other clients that may or may not have policies and conduct activities similar to those of Nogales. Melville shall be free to render such advice and other services, and Nogales hereby consents thereto. Melville shall devote so much of its time and attention to the performance of its duties under this Agreement as it deems reasonable or necessary to perform the services required hereunder in a manner consistent with that in which such services have been performed by Melville in the past.


ARTICLE VIII

8.1 NOTICES. All notices and other communications hereunder shall be in writing and shall be delivered by hand or mailed by registered or certified mail (return receipt requested) or transmitted by facsimile to the parties at the addresses of each party written above (or at such other addresses for a party as shall be specified by like notice) and shall be deemed delivered upon personal delivery, upon actual receipt or on the third business day after deposit in the mail.

8.2. FORCE MAJEURE. Neither party shall be in default of this Agreement or liable to the other party for any delay or default in performance where occasioned by any cause of any kind or extent beyond its control, including but not limited to, armed conflict or economic dislocation resulting therefrom; embargoes; shortages of labor, raw materials, production facilities or transportation; labor difficulties; civil disorders of any kind; action of any civil or military authorities (including priorities and allocations); fires; floods; and accidents. The dates on which the obligations of a party are to be fulfilled shall be extended for a period equal to the time lost by reason of any delay arising directly or indirectly from:



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(a) Any of the foregoing causes, or


(b) Inability of that party, as a result of causes beyond its reasonable control, to obtain instruction or information from the other party in time to perform its obligations by such dates.


8.3. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and all prior agreements or understandings shall be deemed merged herein. No representations, warranties and certifications, express or implied, shall exist as between the parties except as stated herein.

8.4. AMENDMENTS. No amendments, waivers or modifications hereof shall be made or deemed to have been made unless in writing executed by the party to be bound thereby.

8.5. SEVERABILITY. If any provision in this Agreement or the application of such provision to any person or circumstance shall be invalid, illegal or unenforceable, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid, illegal or unenforceable shall not be affected thereby.

8.6. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement.

8.7.  SUCCESSORS AND ASSIGNS. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the prior written consent of the other party hereto, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

 8.8. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

8.9. NO THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit of the parties hereto and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.













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IN WITNESS WHEREOF , the parties hereto have caused this Corporate Administrative Services Agre e m ent to be e x ecuted, effective as of the date first written above.



Nogales Resources Corp.

Per: /s/ Misael Velasco Aguirre

Misael Velasco Aguirre, President

Melville Business Services Inc.

Per: /s/ Darlene Sherritt

Darlene Sherritt
















7









September 29, 2014



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We hereby consent to the incorporation and use in this Registration Statement of Nogales Resources Corp. on Form S-1 of our audit report dated June 6, 2014 relating to the accompanying balance sheet as of April 30, 2014 and the related statements of operations, stockholders' equity, and cash flows for the period from inception (April 9, 2014) through April 30, 2014, which appears in such Registration Statement.


We also consent to the reference to our Firm under the title "Interests of Named Experts and Counsel" in the Registration Statement and this Prospectus.


De Joya Griffith, LLC


/s/ De Joya Griffith, LLC

Henderson, NV

September 29, 2014





Jason McLaughlin, B.Sc. (Geology)


Consulting Geologist

51-2562 Whiteley Court, North Vancouver, B.C. V7J 2R5

TEL: 604-355-6003             

e-mail: jasonmclaughlin@gmail.com





CONSENT OF GEOLOGICAL CONSULTANT





Re: Prospectus of Nogales Resources Corp. dated September 29, 20 14



We hereby consent to the inclusion and reference of our report “Geological Report on the Donald Property” dated May 21, 2014 in the Form S1 Registration Statement to be filed by Nogales Resources Corp. with the United States Securities and Exchange Commission.  We concur with the summary of the aforesaid report incorporated into the above Prospectus of Nogales Resources Corp., and consent to our being named as an expert therein.




Dated the 29th day of September 2014




Jason McLaughlin, B.Sc.



Per /s/ Jason McLaughlin

     Jason McLaughlin, B.Sc.