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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 Amendment No. 1

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended June 30, 2023

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ___________ to ___________

 Commission file number: 000-28353

 Integral Technologies, Inc.

 (Exact name of registrant as specified in charter)

 Nevada

 98-0163519

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 3605 Eastside Park Road, Suite 1

 Evansville, IL

 47715

 (Address of principal executive offices)

 (Zip Code)

 +1 ( 812) 550-1770

 (Registrant ' s telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act: None

 Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.001 per share

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

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

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 State the aggregate market value of the voting and non-voting common equity held by non-a liates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable.

 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: The number of shares outstanding of the registrant's classes of common stock as of October 25, 2024 was 246,135,391.

 EXPLANATARY NOTE

 The registrant is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this "Amendment") to amend the Annual Report on Form 10-K for the fiscal year ended June 30, 2023, (Commission File Number 000-28353) (the "2023 Annual Report"), as filed by the registrant with the Securities and Exchange Commission (the "SEC") on September 26, 2024. This Amendment No. 1 on Form 10-K/A is being filed solely for the purpose of deleting a redundant paragraph in the Report of Independent Registered Public Accounting Firm, which was inadvertently included in the initial filing. As a consequence, the Consent of Independent Registered Accounting Firm has also been updated to reference the 10K/A Amendment No. 1 and is filed as exhibit 23.2 attached hereto. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the registrant's principal executive officer and principal financial officer are filed as exhibits to this Amendment. Except as otherwise expressly noted herein there have been no changes in any of the financial or other disclosure information contained in the 2023 Annual Report. This Amendment does not reflect events occurring after the filing of the original report (i.e., those events occurring after September 24, 2024) or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the 2023 Annual Report and the registrant's other filings with the SEC.

 Item 8. Financial Statements

 Item 15. Exhibits and Financial Statement Schedules

 The following exhibits are filed with this Amendment

 23.2

 Consent of Dale Matheson Carr-Holton Labonte LLP, Independent Registered Public Accounting Firm.

 31.3

 Certification of the Principle Executive Officer and Principle Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

 SIGNATURES

 In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 INDEPENDENCE HOLDING COMPANY

 By: /s/ Doug Bathauer

 Doug Bathauer

 Chief Executive Officer and Chief Financial Officer

 October 25, 2024


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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended July 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ____________ to ____________

 Commission File Number 333-146934

 (Exact name of registrant as specified in its charter)

 Nevada

 98-0557171

 (State or other jurisdiction of

 incorporation or organization)

 (IRS Employer

 Identification No.)

 881 West State Road, Pleasant Grove, UT

 84062

 (Address of principal executive offices)

 (Zip Code)

 ( 801) 885-9260

 (Registrant's telephone number, including area code)

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

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock

 NMEX

 OTCPINK

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Non-accelerated filer

 Emerging growth company

 Accelerated filer

 Smaller reporting company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

 YES NO

 State the aggregate market value of the voting and non-voting common equity held by non-affiliates: $ 10,122,200 based on 79,203,349 non affiliate shares outstanding at $0.1278 per share, which is the closing price of the common shares as of the last business day of the registrant's most recently completed second fiscal quarter.

 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of October 28, 2024, the issuer had 105,801,032 common shares issued and outstanding.

 FORM 10-K

 For the Year ended July 31, 2024

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 2.

 Property

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operation

 Item 7A.

 Quantitative and Qualitative Disclosure About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits, and Financial Statement Schedules

 Item 16

 Form 10-K Summary

 Signatures

 ITEM 1. DESCRIPTION OF BUSINESS

 Forward-Looking Statements

 Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 Our Corporate History and Background

 We were incorporated on December 11, 2006, under the laws of the State of Nevada.

 On July 12, 2013, the stockholders approved an amendment to change the name of the Company from Punchline Resources Ltd. to Northern Mineral & Exploration Ltd. FINRA approved the name change on August 13, 2013.

 Northern Minerals & Exploration Ltd. (the "Company") is an emerging natural resource company operating in oil and gas production in central Texas and exploration for gold and silver in northern Nevada.

 On November 22, 2017, the Company created a wholly owned subsidiary, Kathis Energy LLC ("Kathis"), a duly formed Limited Liability Company formed in the State of Texas, for the purpose of conducting oil and gas drilling programs in Texas.

 On December 14, 2017, Kathis Energy, LLC and other Limited Partners, created Kathis Energy Fund 1, LP, a duly formed Limited Partnership formed in the State of Texas, created for the purpose of raising funds from investors for its drilling projects. There was no activity with Kathis Energy, LLC during 2023 or 2024 fiscal years.

 On May 7, 2018, the Company created a wholly owned subsidiary, ENMEX Operations LLC ("ENMEX"), a duly formed Limited Liability Company in the State of Quintana Roo, Mexico for the purpose of conducting business in Mexico in prospective real estate development projects. There has been no activity from inception to date.

 Current Business

 Refer to NOTE 4 for property information.

 Oil & Gas Sector

 Competition

 The petroleum industry is highly competitive. Many of the oil and gas exploration companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of properties of merit and on exploration. In addition, they may be able to afford greater geological expertise in the targeting and exploration of resource properties. This competition could result in our competitors having resource properties of greater quality and interest to prospective investors who may finance additional exploration, and to senior exploration companies that may purchase resource properties or enter into joint venture agreements with junior exploration companies. This competition could adversely impact our ability to finance property acquisitions and further exploration.

 We compete with other exploration and early stage operating companies for financing from a limited number of investors prepared to make investments in junior companies exploring for conventional and unconventional oil and gas resources. The presence of competing oil and gas exploration companies, both major and independent, may impact our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the properties under investigation, and the price of the investment offered to investors.

 Governmental Regulation

 Our business is affected by numerous laws and regulations, including energy, environmental, conservation, tax and other laws and regulations relating to the oil and natural gas industry. We have developed internal procedures and policies to ensure that our operations are conducted in full and substantial environmental regulatory compliance.

 Failure to comply with any laws and regulations may result in the assessment of administrative, civil and/or criminal penalties, the imposition of injunctive relief or both. Moreover, changes in any of these laws and regulations could have a material adverse effect on business. In view of the many uncertainties with respect to current and future laws and regulations, including their applicability to us, we cannot predict the overall effect of such laws and regulations on our future operations.

 We believe that our operations comply in all material respects with applicable laws and regulations and that the existence and enforcement of such laws and regulations have no more restrictive an effect on our operations than on other similar companies in the oil and natural gas industry.

 Pricing and Marketing of Natural Gas

 In the US, historically, the sale of natural gas in interstate commerce has been regulated pursuant to the Natural Gas Act of 1938, or the NGA, the Natural Gas Policy Act of 1978, or the NGPA, and regulations promulgated thereunder by the Federal Energy Regulatory Commission, or the FERC. In 1989, Congress enacted the Natural Gas Wellhead Decontrol Act, or the Decontrol Act. The Decontrol Act removed all NGA and NGPA price and non-price controls affecting wellhead sales of natural gas effective January 1, 1993 and sales by producers of natural gas are uncontrolled and can be made at market prices. The natural gas industry historically has been heavily regulated and from time to time proposals are introduced by Congress and the FERC and judicial decisions are rendered that impact the conduct of business in the natural gas industry. We cannot assure you that the less stringent regulatory approach recently pursued by the FERC and Congress will continue.

 Pricing and Marketing of Oil

 In the US, sales of crude oil, condensate and natural gas liquids are not regulated and are made at negotiated prices. Effective January 1, 1995, the FERC implemented regulations establishing an indexing system for transportation rates for oil that allowed for an increase in the cost of transporting oil to the purchaser.

 Environmental

 Like the oil and natural gas industry in general, our properties are subject to extensive and changing federal, state and local laws and regulations designed to protect and preserve natural resources and the environment. The recent trend in environmental legislation and regulation in the oil and natural gas industry is generally toward stricter standards, and this trend is likely to continue. These laws and regulations often require a permit or other authorization before construction or drilling commences and for certain other activities; limit or prohibit access, especially in wilderness areas with endangered or threatened plant or animal species; impose restrictions on construction, drilling and other exploration and production activities; regulate air emissions, wastewater and other production and waste streams from our operations; impose substantial liabilities for pollution that may result from our operations; and require the reclamation of certain lands.

 The permits required for many of our operations are subject to revocation, modification and renewal by issuing authorities. Governmental authorities have the power to enforce compliance with their regulations, and violations are subject to fines, compliance orders, and other enforcement actions. We are not aware of any material noncompliance with current applicable environmental laws and regulations, and we have no material commitments for capital expenditures to comply with existing environmental requirements, however, given the complex regulatory requirements applicable to our operations, and the rapidly changing nature of environmental laws in our industry, we cannot predict our future exposure concerning such matters, and our future costs to achieve compliance, or remedy potential violations, could be significant. Our operations require permits and are regulated under environmental laws, and current or future noncompliance with such laws, as well as changes to existing laws or interpretations thereof, could have a significant impact on us, as well as the oil and natural gas industry in general.

 Waste Disposal and Contamination Issues

 The federal Comprehensive Environmental Response, Compensation and Liability Act and comparable state laws may impose strict and joint and several liability on owners and operators of contaminated sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. Under these and other laws, the government, neighboring landowners and other third parties may recover the costs of responding to soil and groundwater contamination and threatened releases of hazardous substances, and seek recovery for related natural resources damages, personal injury and property damage. Some of our properties have been used for exploration and production activities for a number of years by third parties, and such properties could result in unknown cleanup liabilities for us.

 The federal Resource Conservation and Recovery Act (the "RCRA") and comparable state statutes govern the management, storage, treatment and disposal of solid waste and hazardous waste and authorize imposition of substantial fines and penalties for noncompliance. Although RCRA classifies certain oil field wastes as "non-hazardous" (for example, the waters produced from hydraulic fracturing operations), such wastes could be reclassified as hazardous wastes in the future, thereby making them subject to more stringent handling and disposal requirements which could have a material impact on us.

 Water Regulation

 The federal Clean Water Act (the "CWA"), the federal Safe Drinking Water Act (the "SWDA") and analogous state laws restrict the discharge of wastewater and other pollutants into surface waters or underground wells and the construction of facilities in wetland areas without a permit. Federal regulations also require certain owners or operators of facilities that store or otherwise handle oil, such as us, to prepare and implement spill prevention, control countermeasure and response plans relating to the possible discharge of oil into surface waters. In addition, the Oil Pollution Act (the "OPA") contains numerous requirements relating to the prevention of and response to oil spills into waters of the United States. For onshore and offshore facilities that may affect waters of the United States, the OPA requires an operator to demonstrate financial responsibility. Regulations are currently being developed or considered under federal and state laws concerning oil pollution prevention and other matters that may impose additional regulatory burdens on us.

 These and similar state laws also govern the management and disposal of produced waters from the extraction process. Currently, wastewater associated with oil and natural gas production is prohibited from being directly discharged to waterways and other waters of the U.S. While some of the wastewater is reused or re-injected, a significant amount still requires proper disposal. As a result, some wastewater is transported to third-party treatment plants. In October 2011, citing concerns that third-party treatment plants may not be properly equipped to handle wastewater from shale gas operations, the United States Environmental Protection Agency (the "EPA") announced that it will consider federal pre-treatment standards for these wastewaters. We cannot predict the EPA's future actions in this regard, but future regulation of our produced waters or other waste streams could have a material impact on us.

 Air Emissions and Climate Change

 The federal Clean Air Act ("CAA") imposes permit requirements and operational restrictions on certain sources of emissions used in our operations. In July 2011, the EPA published proposed New Source Performance Standards ("NSPS") and National Emissions Standards for Hazardous Air Pollutants ("NESHAPs") that would, if adopted, amend existing NSPS and NESHAP standards for oil and natural gas facilities and create new NSPS standards for oil and natural gas production, transmission and distribution facilities. Importantly, these standards would include standards for hydraulically fractured wells. The standards would apply to newly drilled and fractured wells as well as existing wells that are refractured. A court has directed the EPA to issue final rules by April 1, 2012. In a report issued in late 2011, the Shale Gas Production Subcommittee of the Department of Energy (the "DOE Shale Gas Subcommittee") called on the EPA to complete the rulemaking quickly and recommended expanding the shale gas emission sources to be covered by the new rules. The DOE Shale Gas Subcommittee also encouraged states to take similar action, and included several other recommendations for studying and reducing air emissions from shale gas production activities. Because the EPA's regulations have not yet been finalized, we cannot at this time predict the impact they may have on our financial condition or results of operation.

 The issue of climate change has received increasing regulatory attention in recent years. The EPA has issued regulations governing carbon dioxide, methane and other greenhouse gas ("GHG") emissions citing its authority under the CAA Several of these regulations have been challenged in litigation that is currently pending before the federal D.C. Circuit Court of Appeals. In December 2011, the EPA issued amendments to a final rule issued in 2010 requiring reporting of GHG emissions from the oil and natural gas industry. Under this rule, we are obligated to report to the EPA certain GHG emissions from our operations. We do not expect that the costs of this new reporting will be material to us. In a late 2011 report, the DOE Shale Gas Subcommittee recommended that the EPA expand reporting requirements for GHG emissions from shale gas emission sources and include methane in reporting requirements. More generally, several proposals to regulate GHG emissions have been proposed in the U.S. Congress, and various states have taken steps to regulate GHG emissions. The adoption and implementation of regulations or legislation imposing restrictions or other regulatory obligations on emissions of GHGs from oil and natural gas operations could require us to obtain permits or allowances for our GHG emissions, install new pollution controls, increase our operational costs, limit our operations or adversely affect demand for the oil and natural gas produced from our lands.

 Research and Development Expenditures

 We have not incurred any research and development expenditures over the past two fiscal years.

 Employees

 As of July 31, 2024, we do not have any employees. Our three officers, Ivan Webb, Noel Schaefer and Rachel Boulds act as consultants.

 We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.

 ITEM 1A. RISK FACTORS

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

 Item 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 2. PROPERTIES

 Our principal executive offices are located at 1267 N 680 W, Pleasant Grove, UT.

 ITEM 3. LEGAL PROCEEDINGS

 We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Our common stock is quoted under the symbol "NMEX" on the OTCPINK operated by the Financial Industry Regulatory Authority, Inc. ("FINRA") and the OTCQB operated by OTC Markets Group, Inc. Few market makers continue to participate in the OTCBB system because of high fees charged by FINRA. The criteria for listing on either the OTCBB or OTCQB are similar and include that we remain current in our SEC reporting.

 Our shares are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the "penny stock" rule. The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of shareholders to sell their shares. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors must make a special suitability determination for the purchase of the security. Accredited investors, in general, include individuals with assets in excess of $1,000,000 (not including their personal residence) or annual income exceeding $200,000 or $300,000 together with their spouse, and certain institutional investors. The rules require the broker-dealer to receive the purchaser's written consent to the transaction prior to the purchase and require the broker-dealer to deliver a risk disclosure document relating to the penny stock prior to the first transaction. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent to customers disclosing recent price information for the penny stocks.

 On October 28, 2024, there were approximately 121 holders of record of our common stock, although there may be other persons who are beneficial owners of our common stock held in street name. The transfer agent and registrar for our common stock is Issuer Direct Corporation, 1981 Murray Holiday Road, #100, Salt Lake City, UT 84117.

 Dividend Policy

 We have never paid any cash dividends and intend, for the foreseeable future, to retain any future earnings for the development of our business. Our Board of Directors will determine our future dividend policy on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities.

 RECENT ISSUANCES OF UNREGISTERED SECURITIES

 During the year ended July 31, 2024, the Company sold 6,241,666 shares of common stock, for total cash proceeds of $88,625.

 Other than as disclosed above, we did not sell any equity securities which were not registered under the Securities Act during the year ended July 31, 2024, that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended July 31, 2024.

 ISSUER REPURCHASES OF EQUITY SECURITIES

 None

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT ' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Results of Operations for the Years Ended July 31, 2024 and 2023

 Revenue

 We did not recognize any revenue for the years ended July 31, 2024 and 2023.

 Officer compensation

 Officer compensation was $26,400 and $39,150 for the years ended July 31, 2024 and 2023, respectively, a decrease of $12,750 or 32.6%. We incur a monthly compensation expense of $2,200 for our CFO. In the prior fiscal year, we also recognized an additional $12,750 for stock compensation expense.

 Consulting – related party

 Consulting – related party services were $76,700 and $72,000 for the years ended July 31, 2024 and 2023, respectively, an increase of $4,700 or 6.5%. Fees are paid to Noel Schaefer, Director, but are billed as consulting fees. In the current year we also incurred $4,700 of consutling fees from Mr. Webb.

 Professional fees

 Professional fees were $33,850 and $27,150 for the years ended July 31, 2024 and 2023, respectively, an increase of $6,700, or 24.7%. Professional fees generally consist of legal and audit expenses. In the current year our audit and legal fees increased $6,000 and $700, respectively.

 Director Services

 Compensation for director services was $0 and $11,250 for the years ended July 31, 2024 and 2023, respectively. In the prior fiscal year, we recognized $11,250 for stock compensation expense.

 General and administrative

 General and administrative expenses were $21,936 and $32,159 for the years ended July 31, 2024 and 2023, respectively, a decrease of $10,223 or 31.8%. In the current period a majority of the decrease was due to decreased fees for our transfer agent of $7,218 and State fees of $1,500.

 Other expense

 During the year ended July 31, 2024, we incurred $11,454 of interest expense. During the year ended July 31, 2023, we had total other income of $205,207. We incurred interest expense of $7,192, a gain on forgiveness of debt of $210,453, and other income of $1,946.

 Net Loss

 For the year ended July 31, 2024, we had a net loss of $170,340 compared to net income of $23,498 for year ended July 31, 2023. We recognized net income in the prior year due to the gain on forgiveness of debt as discussed above.

 Liquidity and Financial Condition

 Operating Activities

 Cash used by operating activities was $167,386 for the year ended July 31, 2024, compared to cash used for operating activities of $145,913 for the year ended July 31, 2023.

 Investing Activities

 We used $0 for investing activities for the years ended July 31, 2024 and 2023.

 Financing Activities

 Net cash provided by financing activities was $213,625 for the year ended July 31, 2024 compared to $127,000 for the year ended July 31, 2023. During the year ended July 31, 2024, we received $213,625 from the sale of common stock, $125,000 of which was from a related party. During the year ended July 31, 2023, we received $120,000 from the sale of common stock. We also received $7,000 from a loan payable.

 We had the following loans outstanding as of July 31, 2024:

 On April 16, 2017, the Company executed a promissory note for $15,000 with a third party. The note matures in two years and interest is set at $3,000 for the full two years. As of July 31, 2024, there was $15,000 and $9,375 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

 On June 11, 2020, a third party loaned the Company $14,000. On March 3, 2021, the party loaned another $5,000 to the Company. During the year ended July 31, 2022, the Company repaid $15,000 of the loan. During the year ended July 31, 2023, the Company borrowed an additional $7,000. The loan is unsecured, non-interest bearing and due on demand. As of July 31, 2024, there is a balance due of $11,000.

 During the year ended July 31, 2020, a third party loaned the Company $60,000. The loan is unsecured, bears interest at 8% per annum and matures on September 1, 2021. As of July 31, 2024, there is $23,265 of interest accrued on this note. This note is in default.

 On June 1, 2023, the Company issued a Promissory Note to Golden Sands Exploration Inc, for $85,000. The note bears interest at 6% and matures on June 1, 2026. Interest is to be paid quarterly with the first payment due on or before September 1, 2023. As of July 31, 2024, there is $886 of interest accrued on this note.

 Off-Balance Sheet Arrangements

 We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 Critical Accounting Policies

 Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopted and issued accounting standards.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Smaller reporting companies are not required to provide the information required by this Item.

 ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 CONSOLIDATED FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of July 31, 2024 and 2023

 Consolidated Statements of Operations for the Years ended July 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Years ended July 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years ended July 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and

Stockholders of Northern Minerals & Exploration LTD

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheets of Northern Minerals & Exploration LTD (the Company) as of July 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended July 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended July 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Consideration of the Company ' s Ability to Continue as a Going Concern

 The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has significant net losses, cash flow deficiencies, negative working capital and an accumulated deficit. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 /s/ Haynie & Company

 Haynie & Company

 Salt Lake City, Utah

 October 29, 2024

 PCAOB # 457

 We have served as the Company's auditors since 2020.

 CONSOLIDATED BALANCE SHEETS

 July 31,

 July 31,

 2024

 2023

 ASSETS

 Current Assets:

 Cash

 $

 $

 6,900

 Total Current Assets

 6,900

 TOTAL ASSETS

 $

 $

 6,900

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities:

 Accounts payable

 $

 1,600

 $

 43,364

 Accounts payable – related party

 —

 26,500

 Accrued liabilities

 33,506

 27,152

 Loans payable - current

 86,000

 86,000

 Total Current Liabilities

 121,106

 183,016

 Other payables

 38,364

 —

 Accounts payable – related party

 26,500

 —

 Loan payable – long term

 85,000

 85,000

 TOTAL LIABILITIES

 270,970

 268,016

 Commitments and Contingencies

 Stockholders' Deficit:

 Preferred stock, $ 0.001 par value, 50,000,000 shares authorized; no shares issued

 —

 —

 Common stock, $ 0.001 par value, 250,000,000 shares authorized; 105,301,032 and 89,059,357 shares issued and outstanding as of July 31, 2024 and 2023, respectively

 105,301

 89,059

 Common stock to be issued

 —

 30,000

 Additional paid-in-capital

 3,215,051

 2,987,668

 Accumulated deficit

 ( 3,538,183

)

 ( 3,367,843

)

 Total Stockholders' Deficit

 ( 217,831

)

 ( 261,116

)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $

 $

 6,900

 The accompanying notes are an integral part of these consolidated financial statements.

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For the Years Ended July 31,

 2024

 2023

 Operating expenses:

 Officer compensation

 $

 26,400

 $

 39,150

 Consulting – related party

 76,700

 Professional fees

 33,850

 27,150

 Director services

 —

 11,250

 General and administrative expenses

 21,936

 32,159

 Total operating expenses

 158,886

 181,709

 Loss from operations

 ( 158,886

)

 ( 181,709

)

 Other income / (expense):

 Interest expense

 ( 11,454

)

 ( 7,192

)

 Other income

 —

 1,946

 Gain on forgiveness of debt

 —

 210,453

 Total other (expense) / income

 ( 11,454

)

 205,207

 (Loss) / income before provision for income taxes

)

 Provision for income taxes

 —

 —

 Net (Loss) / Income

 $

)

 $

 Net (loss) / income per share, basic and diluted

 $

 ( 0.00

)

 $

 0.00

 Weighted average number of common shares outstanding, basic and diluted

 94,508,628

 82,759,357

 The accompanying notes are an integral part of these consolidated financial statements.

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ' EQUITY (DEFICIT)

 FOR THE YEARS ENDED JULY 31, 2024 AND 2023

 Common

 Common

 Stock

 Additional

 Paid-in

 Common

 Stock To

 Accumulated

 Total

 Stockholders'

 Stock

 Amount

 Capital

 be Issued

 Deficit

 Deficit

 Balance, July 31, 2022

 82,509,357

 $

 82,509

 $

 2,873,468

 $

 —

 $

 ( 3,391,341

)

 $

 ( 435,364

)

 Common stock issued for services – related party

 1,600,000

 1,600

 22,400

 —

 —

 24,000

 Common stock issued for services

 450,000

 6,300

 —

 —

 6,750

 Common stock issued for cash – related party

 500,000

 9,500

 25,000

 —

 35,000

 Common stock issued for cash

 4,000,000

 4,000

 76,000

 5,000

 —

 85,000

 Net income

 —

 —

 —

 —

 Balance, July 31, 2023

 89,059,357

 89,059

 2,987,668

 30,000

 ( 3,367,843

)

 ( 261,116

)

 Common stock issued for cash – related party

 10,000,000

 10,000

 140,000

 ( 25,000

)

 —

 125,000

 Common stock issued for cash

 6,241,675

 6,242

 87,383

 ( 5,000

)

 —

 88,625

 Net loss

 —

 —

 —

 —

)

)

 Balance, July 31, 2024

 105,301,032

 $

 105,301

 $

 3,215,051

 $

 —

 $

 ( 3,538,183

)

 $

 ( 217,831

)

 The accompanying notes are an integral part of these consolidated financial statements.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the Years Ended

 July 31,

 2024

 2023

 Cash Flows from Operating Activities:

 Net (loss) / income

 $

)

 $

 Adjustments to reconcile net (loss) income to net cash used in Operating activities:

 Gain on forgiveness of debt

 —

 ( 210,453

)

 Common stock issued for services – related party

 —

 24,000

 Common stock issued for services

 —

 6,750

 Changes in Operating Assets and Liabilities:

 Accounts payables and accrued liabilities

 ( 3,400

)

 5,000

 Accounts payable – related party

 —

 ( 1,900

)

 Accrued liabilities

 6,354

 7,192

 Net cash used in operating activities

 ( 167,386

)

 ( 145,913

)

 Cash Flows used in Investing Activities:

 —

 —

 Cash Flows from Financing Activities:

 Proceeds from loan payable

 —

 7,000

 Proceeds from loan payable – related party

 —

 5,000

 Repayment of loan payable – related party

 —

 ( 5,000

)

 Proceeds from the sale of common stock – related party

 125,000

 35,000

 Proceeds from the sale of common stock

 88,625

 85,000

 Net cash provided by financing activities

 213,625

 127,000

 Net change in cash

 46,239

 ( 18,913

)

 Cash at beginning of the period

 6,900

 25,813

 Cash at end of the period

 $

 $

 6,900

 Cash paid during the period for:

 Interest

 $

 3,825

 $

 —

 Taxes

 $

 —

 $

 —

 The accompanying notes are an integral part of these consolidated financial statements.

 Northern Minerals & Exploration Ltd.

 Notes to Consolidated Financial Statements

 July 31, 2024

 NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

 Northern Minerals & Exploration Ltd. (the "Company") is an emerging natural resource company operating in oil and gas production in central Texas and exploration for gold and silver in northern Nevada.

 The Company was incorporated in Nevada on December 11, 2006 under the name Punchline Entertainment, Inc. On August 22, 2012, the Company's board of directors approved an agreement and plan of merger to effect a name change of the Company from Punchline Entertainment, Inc. to Punchline Resources Ltd. On July 12, 2013, the stockholders approved an amendment to change the name of the Company from Punchline Resources Ltd. to Northern Mineral & Exploration Ltd. FINRA approved the name change on August 13, 2013.

 On November 22, 2017, the Company created a wholly owned subsidiary, Kathis Energy LLC ("Kathis") for the purpose of conducting oil and gas drilling programs in Texas.

 On December 14, 2017, Kathis Energy, LLC and other Limited Partners, created Kathis Energy Fund 1, LP, a limited partnership created for raising investor funds.

 On May 7, 2018, the Company created ENMEX LLC, a wholly owned subsidiary in Mexico, for the purposes of managing and operating its investments in Mexico including but not limited to the Joint Venture opportunity being negotiated with Pemer Bacalar on the 61 acres on the Bacalar Lagoon on the Yucatan Peninsula. There was no activity from inception to date.

 NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

 Basis of presentation

 These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC").

 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 amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

 Cash and Cash Equivalents

 The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of July 31, 2024 and 2023.

 Principles of Consolidation

 The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Kathis Energy LLC, Kathis Energy Fund 1, LLP and Enmex Operations LLC. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.

 Revision for Correction of Immaterial Error

 In the first quarter of FY 2024, a deposit of $8,000 was incorrectly recorded to common stock to be issued. The error was discovered in the second quarter and corrected by debiting common stock to be issued and crediting expense. In accordance with Staff Accounting Bulletin ("SAB") No. 99, "Materiality," and SAB No. 108, "Considering the Effects of Prior Period Misstatements when Quantifying Misstatements in Current Period Financial Statements," the Company evaluated the error and determined that the related impact did not materially misstate previously issued consolidated financial statements. The error was considered to be immaterial and therefore no restatement required.

 Mineral Property Acquisition and Exploration Costs

 Mineral property acquisition and exploration costs are expensed as incurred until such time as economic reserves are quantified. Cost of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. We have chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once our company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized over the estimated life of the probable-proven reserves. When our company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value.

 Oil and Gas Properties

 The Company follows the successful efforts method of accounting for its oil and gas properties. Under this method of accounting, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense. The costs of development wells are capitalized whether those wells are successful or unsuccessful. Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts. Depletion and amortization of oil and gas properties are computed on a well-by-well basis using the units-of-production method. Although the Company has recognized minimal levels of production and revenue in the past, none of its property have proved reserves. Therefore, the Company's properties are designated as unproved properties.

 Unproved property costs are not subject to amortization and consist primarily of leasehold costs related to unproved areas. Unproved property costs are transferred to proved properties if the properties are subsequently determined to be productive and are assigned proved reserves. Proceeds from sales of partial interest in unproved leases are accounted for as a recovery of cost without recognizing any gain until all cost is recovered. Unproved properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks or future plans to develop acreage.

 Asset Retirement Obligation

 Accounting Standards Codification ("ASC") Topic 410, Asset Retirement and Environmental Obligations ("ASC 410") requires an entity to recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred. The net estimated costs are discounted to present values using credit-adjusted, risk-free rate over the estimated economic life of the oil and gas properties. Such costs are capitalized as part of the related asset. The asset is depleted on the equivalent unit-of-production method based upon estimates of proved oil and natural gas reserves. The liability is periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense and (4) revisions to estimated future cash flow requirements.

 Basic and Diluted Earnings Per Share

 Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share — Overall — Other Presentation Matters. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.

 For the years ended July 31, 2024 and 2023, the Company had no potentially dilutive shares of common stock.

 Recently issued accounting pronouncements

 The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 NOTE 3 — GOING CONCERN

 The accompanying financial statements are prepared and presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, they do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Since inception to July 31, 2024, the Company has an accumulated deficit of $ 3,538,183. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 NOTE 4 — LOANS PAYABLE

 On April 16, 2017, the Company executed a promissory note for $ 15,000 with a third party. The note matures in two years and interest is set at $ 3,000 for the full two years. As of July 31, 2023, there is $ 15,000 and $ 8,250 of principal and accrued interest, respectively, due on this loan. As of July 31, 2024, there was $ 15,000 and $ 9,375 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

 On June 11, 2020, a third party loaned the Company $ 14,000. On March 3, 2021, the party loaned another $ 5,000 to the Company. During the year ended July 31, 2022, the Company repaid $ 15,000 of the loan. During the year ended July 31, 2023, the Company borrowed an additional $ 7,000. The loan is unsecured, non-interest bearing and due on demand. As of July 31, 2024, there is a balance due of $ 11,000.

 During the year ended July 31, 2020, a third party loaned the Company $ 60,000. The loan is unsecured, bears interest at 8 % per annum and matures on September 1, 2021. As of July 31, 2024, there is $ 23,265 of interest accrued on this note. This note is in default.

 On June 1, 2023, the Company issued a Promissory Note to Golden Sands Exploration Inc, for $ 85,000. The note bears interest at 6 % and matures on June 1, 2026. Interest is to be paid quarterly with the first payment due on or before September 1, 2023. As of July 31, 2024, there is $ 886 of interest accrued on this note.

 NOTE 5 — COMMON STOCK TRANSACTION

 During the year ended July 31, 2023, the Company sold 4,333,334 shares of common stock for total cash proceeds of $ 85,000. As of July 31, 2023, 333,334 shares have not yet been issued by the transfer agent and are disclosed as $5,000 common stock to be issued. The shares were issued in the year ended July 31, 2024.

 On July 24, 2023, the Company granted 450,000 shares of common stock for services. The shares were valued at $ 0.015, for total non-cash expense of $ 6,750.

 During the year ended July 31, 2024, the Company sold 6,241,666 shares of common stock, for total cash proceeds of $ 88,625.

 Refer to Note 6 for shares sold to a related party.

 NOTE 6 — RELATED PARTY TRANSACTIONS

 On January 9, 2023, Ivan Webb, CEO, advanced the Company $ 5,000. The advance was intended as a short term, non-interest bearing and due on demand. The advance was repaid on March 13, 2023.

 During the year ended July 31, 2023, Mr. Webb purchased 500,000 shares of common stock for $ 10,000.

 During the year ended July 31, 2023, Mr. Miranda purchased 1,666,667 shares of common stock for $ 25,000.

 On July 24, 2023, the Company granted 700,000 shares of common stock for services to Mr. Webb. The shares were valued at $ 0.015, for total non-cash expense of $ 10,500.

 On July 24, 2023, the Company granted 150,000 shares of common stock for services to Ms. Boulds. The shares were valued at $ 0.015, for total non-cash expense of $ 2,250.

 On July 24, 2023, the Company granted 750,000 shares of common stock for services to Mr. Miranda. The shares were valued at $ 0.015, for total non-cash expense of $ 11,250.

 For the years ended July 31, 2024 and 2023, total payments of $ 72,000 and $ 72,000, respectively, were made to Noel Schaefer, a Director of the Company, for consulting services. As of July 31, 2024 and 2023, there is $ 26,500 credited to other payables (long term) and $ 26,500 credited to accounts payable, respectively.

 On August 28, 2023, Mr. Miranda, director, purchased 1,666,667 shares of common stock for $ 25,000. The shares were issued by the transfer agent on March 15, 2024. In addition, Mr. Miranda also received 1,666,667 shares of common stock that were purchased and due from a prior period.

 On November 15, 2023, Mr. Miranda, purchased 1,333,333 shares of common stock, for total cash proceeds of $ 20,000.

 On December 20, 2023, Mr. Miranda purchased 1,333,333 shares of common stock, for total cash proceeds of $ 20,000.

 On February 2, 2024, Mr. Miranda purchased 1,333,333 shares of common stock, for total cash proceeds of $ 20,000.

 On March 12, 2024, Mr. Miranda purchased 1,666,667 shares of common stock, for total cash proceeds of $ 25,000.

 On April 30, 2024, Robert Campbell, director, purchased 1,000,000 shares of common stock, for total cash proceeds of $ 15,000.

 NOTE 7 — INCOME TAX

 Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21 % is being used.

 The provision for Federal income tax consists of the following July 31:

 2024

 2023

 Federal income tax benefit attributable to:

 Current Operations

 $

 ( 35,800

)

 $

 4,900

 Other nondeductible expenses

 —

 ( 37,700

)

 Less: valuation allowance

 35,800

 32,800

 Net provision for Federal income taxes

 $

 —

 $

 —

 The cumulative tax effect at the expected rate of 21 % of significant items comprising our net deferred tax amount is as follows:

 2024

 2023

 Deferred tax asset attributable to:

 Net operating loss carryover

 $

 153,500

 $

 148,800

 Less: valuation allowance

 ( 153,500

)

 ( 148,800

)

 Net deferred tax asset

 $

 —

 $

 —

 At July 31, 2024, the Company had net operating loss carry forwards of approximately $ 586,000 that maybe offset against future taxable income. No tax benefit has been reported in the July 31, 2024 or 2023 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the "Tax Act"). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21 % effective January 1, 2018. For certain deferred tax assets and deferred tax liabilities.

 Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

 ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

 The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of July 31, 2024, the Company had no accrued interest or penalties related to uncertain tax positions. The Company is subject to examination by the various taxing authorities beginning with the tax year ended December 31, 2017 (or the tax year ended December 31, 2003 if the Company were to utilize its NOLs).

 NOTE 8 — SUBSEQUENT EVENTS

 Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that there are no material subsequent events to disclose in these financial statements.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

 None

 ITEM 9A. CONTROLS AND PROCEDURES

 Management ' s Report Disclosure Controls and Procedures

 We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods specified in the Commission's rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 Our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. During the fourth quarter of the fiscal year ended July 31, 2024, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation and due to the identified material weaknesses discussed below, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report.

 To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 Management ' s Report on Internal Control over Financial Reporting

 Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The management is responsible for establishing and maintaining adequate internal control over our financial reporting. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the Internal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting was not effective as of July 31, 2024.

 We are aware of the following material weaknesses in internal control that could adversely affect the Company's ability to record, process, summarize and report financial data:

 Due to our size and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely and accurately, and (c) we properly account for complex or unusual transactions

 Due to our size and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting.

 I nherent limitations on effectiveness of controls

 Internal control over financial reporting has inherent limitations, which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Changes in Internal Control over Financial Reporting

 There have been no changes in our internal controls over financial reporting that occurred during the fourth quarter of the fiscal year ended July 31, 2024, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 ITEM 9B. OTHER INFORMATION

 None

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

 Name

 Age

 Position with the Company

 Date Appointed

 Noel Schaefer

 Chief Operating Officer, Secretary & Director

 July 6, 2018

 Victor Miranda

 Director

 July 6, 2018

 Ivan Webb

 President & Chief Executive Officer

 July 6, 2018

 Rachel Boulds

 Chief Financial Officer

 February 7, 2020

 Robert Campbell

 Director

 June 19, 2024

 Noel Schaefer, Director, Secretary & Chief Operations Officer, ( " COO ") has served in a variety of executive and director positions in his 30 plus year career with both domestic and international companies. His emphasis has been with startups by setting up market profiles, developing strategic market placement and refining corporate objectives. Mr. Schaefer has successfully helped to raise funds from both the public and private sectors. He has worked extensively in Far East and Latin America with a particular focus on Mexico. He holds a Bachelor of Science degree from Brigham Young University with an emphasis in Marketing and Finance.

 Victor Miranda, Director, is the CEO of an insurance broker firm, passionate about ventures developing USA/MEXICO cross border opportunities. He has 15 years of hands on experience in the sales management for the financial sector, with particular focus on developing a savers culture through employee benefits, and 7 years developing successful real estate development projects in Quintana Roo. Quintana Roo is the State in Mexico where the Pemer Bacalar property is located.

 Ivan Webb, Chief Executive Officer, is a seasoned and successful entrepreneur, with over 35 years of experience in the oil and gas industry internationally and in the United States. He is experienced with acquiring oil and gas concessions and leases, drilling of new wells and reworking/ re-completing existing wells, production management, working with service companies and regulatory compliance. Internationally, he has successfully leased more than 18,000,000 acres. Domestically he has been involved with the acquisition and or management of more than 250 wells in Kansas, Oklahoma and Texas.

 Mr. Webb has also over 30 years of experience in managing or assisting public companies in both the US and Canada with regulatory compliance. His public company experience includes assisting companies with initial public offerings, reverse mergers, obtaining listings, and assisting with ongoing regulatory compliance.

 Rachel Boulds, Chief Financial Officer of the Company. Ms. Boulds currently works for the Company on a part-time basis while also operating her sole accounting practice which she has led since 2009 and which provides all aspects of consulting and accounting services to clients, including the preparation of full disclosure financial statements for public companies to comply with GAAP and SEC requirements. Ms. Boulds also currently provides outsourced chief financial officer services for two other companies. From August 2004 through July 2009, she was employed as a Senior Auditor for HJ & Associates, LLC, where she performed audits and reviews of public and private companies, including the preparation of financial statements to comply with GAAP and SEC requirements. From 2003 through 2004, Ms. Boulds was employed as a Senior Auditor at Mohler, Nixon and Williams. From September 2001 through July 2003, Ms. Boulds worked as an ABAS Associate for PriceWaterhouseCoopers. From April 2000 through February 2001, Ms. Boulds was employed as an e-commerce Accountant for the Walt Disney Group's GO.com. Ms. Boulds earned a B.S. in Accounting from San Jose University in 2001 and is licensed as a CPA in the state of Utah.

 Robert Campbell, Director, Robert brings extensive experience in the technology industry, specializing in innovative solutions and strategic growth. As a pivotal figure in multiple high-growth companies, Robert has a proven track record of driving operational excellence and achieving significant business milestones. His expertise in project management, client relations, and team leadership has been instrumental in transforming business models. Throughout his career, Robert has been deeply involved in international business, fostering global partnerships and expanding market reach. As a new board member and secretary at NMEX, Robert is committed to leveraging his industry knowledge and leadership skills to further the company's mission and contribute to its continued success.

 None of our directors or officers are related to each other. There are no arrangements or understandings with any of our principal stockholders, customers, suppliers, or any other person, pursuant to which any of our directors or executive officers were appointed.

 Family Relationships

 None of our directors or officers are related to each other. There are no arrangements or understandings with any of our principal stockholders, customers, suppliers, or any other person, pursuant to which any of our directors or executive officers were appointed.

 Involvement in Certain Legal Proceedings

 To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

 1.

 been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

 2.

 had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 3.

 been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 4.

 been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 5.

 been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 6.

 been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Director Independence

 We currently act with three directors, Noel Schaefer, Victor Miranda and Robert Campbell. We have determined that we do not have an "independent director" as defined in NASDAQ Marketplace Rule 4200(a)(15).

 We do not have a standing audit, compensation or nominating committee, but our directors and officer act in such capacities. We believe that our directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by our directors. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

 Code of Ethics

 The Company has not yet adopted a Code of Ethics.

 ITEM 11. EXECUTIVE COMPENSATION

 The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.

 SUMMARY COMPENSATION TABLE

 Name
 and Principal
 Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 Non-

 Equity

 Incentive

 Plan

 Compensa-

 tion

 ($)

 Change in

 Pension

 Value and

 Nonqualified

 Deferred

 Compensation

 Earnings

 ($)

 All

 Other

 Compensa-

 tion

 ($)

 Total

 ($

 Noel Schaefer

 2024

 $

 N/A

 N/A

 N/A

 N/A

 N/A

 N/A

 $

 Chief Operating Officer & Director

 2023

 $

 N/A

 N/A

 N/A

 N/A

 N/A

 N/A

 $

 Ivan Webb)

 2024

 $

 4,700

 N/A

 N/A

 N/A

 N/A

 N/A

 N/A

 $

 4,700

 Chief Executive Officer & Director

 2023

 $

 N/A

 $

 10,500

 N/A

 N/A

 N/A

 N/A

 $

 10,500

 Rachel Boulds

 2024

 $

 26,400

 N/A

 N/A

 N/A

 N/A

 N/A

 N/A

 $

 26,400

 Chief Financial Officer

 2023

 $

 26,400

 N/A

 $

 2,250

 N/A

 N/A

 N/A

 N/A

 $

 28,650

 Noel Schaefer was appointed Chief Operating Officer on July 6, 2018.

 Ivan Webb was appointed Vice President on March 16, 2015 and on July 6, 2018 was appointed Chief Executive Officer

 Rachel Boulds was appointed Chief Financial Officer on February 7, 2020.

 Other than as set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

 Stock Option Grants

 We have not granted any stock options to the executive officers since our inception.

 Outstanding Equity Awards at Fiscal Year End

 For the year ended July 31, 2024, no director or executive officer has received compensation from us pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan.

 Compensation of Directors

 No member of our Board of Directors received any compensation for his services as a director during the year ended July 31, 2024 and 2023, other than stock for services in the amount of $11,250 to Mr. Miranda in 2023.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth, as of October 9, 2024, information regarding the beneficial ownership of each class of our voting securities by: (i) our officers and directors; (ii) all of our officers and directors as a group; and (iii) each person known by us to beneficially own 5% or more of any class of our outstanding voting securities. Generally, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days.

 Name and Address of Beneficial Owner

 Title of Class

 Amount and

 Nature of

 Beneficial

 Ownership (1)

 Percent of

 Class (2)

 Ivan Webb, Chief Executive Officer

 1,164,350

 1.1

 %

 Noel Schaefer, Chief Operating Officer, Secretary & Director

 2,000,000

 1.9

 %

 Victor Miranda, Director

 21,783,333

 20.9

 %

 Rachel Boulds, CFO

 150,000

 0.1

 %

 Robert Campbell

 1,000,000

 0.9

 %

 All officers and director as a group (5 persons)

 26,097,683

 24.9

 %

 Labrador Capital SAPI CV (3)

 5,000,000

 4.8

 %

 Starcom SA DE CV

 5,000,000

 4.8

 %

 All others as a group (2 persons)

 10,000,000

 9.6

 %

 (1)

 Under SEC rules, beneficial ownership includes shares over which the individual or entity has voting or investment power and any shares which the individual or entity has the right to acquire within sixty days.

 (2)

 Percentage ownership of common stock is based on 100,301,032 shares of our common stock.

 (3)

 Victor Miranda is the president of Labrador Capital SAPI CV which is the holder of 5,000,000 shares of the Company's common stock.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 For the years ended July 31, 2024 and 2023, total payments of $72,000 and $72,000, respectively, were made to Noel Schaefer, a Director of the Company, for consulting services. As of July 31, 2024 and 2023, there is $26,500 and $26,500 credited to accounts payable.

 On August 28, 2023, Mr. Miranda, director, purchased 1,666,667 shares of common stock for $25,000. The shares were issued by the transfer agent on March 15, 2024. In addition, Mr. Miranda also received 1,666,667 shares of common stock that were purchased and due from a prior period.

 On November 15, 2023, Mr. Miranda, purchased 1,333,333 shares of common stock, for total cash proceeds of $20,000.

 On December 20, 2023, Mr. Miranda purchased 1,333,333 shares of common stock, for total cash proceeds of $20,000.

 On February 2, 2024, Mr. Miranda, purchased 1,333,333 shares of common stock, for total cash proceeds of $20,000.

 On March 12, 2024, Mr. Miranda purchased 1,666,667 shares of common stock, for total cash proceeds of $25,000.

 On April 30, 2024, Robert Campbell, director, purchased 1,000,000 shares of common stock, for total cash proceeds of $15,000.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 The aggregate fees billed for the most recently completed fiscal year ended July 31, 2024 and 2023 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 Year Ended

 July 31, 2024

 July 31, 2023

 Audit Fees

 $

 32,500

 $

 26,500

 Audit Related Fees

 —

 —

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Total

 $

 32,500

 $

 26,500

 Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

 Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors' independence.

 ITEM 15. EXHIBITS

 Exhibit

 Number

 Exhibit Description

 31.1

 Section 302 Certification under Sarbanes-Oxley Act of 2002.

 31.2

 Section 302 Certification under Sarbanes-Oxley Act of 2002.

 32.1

 Section 906 Certification under Sarbanes-Oxley Act of 2002.

 (101)

 Interactive Data File (Form 10-K for the Year Ended July 31, 2024)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 SIGNATURES

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

 NORTHERN MINERALS & EXPLORATION

 LTD.

 (Registrant)

 Dated: October 29, 2024

 /s/ Ivan Webb

 Ivan Webb

 Chief Executive Officer

 /s/ Noel Schaefer

 Noel Schaefer

 Chief Operating Officer & Director

 /s/ Victor Miranda

 Victor Miranda

 Director

 /s/ Rachel Boulds

 Rachel Boulds

 Chief Financial Officer

 /s/ Robert Campbell

 Robert Campbell

 Director