FTSP 10-Q Quarterly Report Sept. 30, 2011

FINTRADE SHERPA, INC.

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10-Q 1 international_09302011-10q.htm INTERNATIONAL GOLD CORP. 09/30/2011 10-Q international_09302011-10q.htm

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	FORM 10-Q

x	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

OR

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

Commission file number 333-123134

INTERNATIONAL GOLD CORP.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

1111 West Georgia Street, Suite 1720

Vancouver, British Columbia

Canada V6E 4M8

(Address of principal executive offices, including zip code.)

(604) 925-0220

(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO o

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

Large Accelerated Filer	o	Accelerated Filer	o
Non-accelerated Filer	o	Smaller Reporting Company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. YES x NO o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 6,250,000 as of November 11, 2011.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements		3

Balance Sheets as of September 30, 2011 (unaudited) and December 31, 2010		4

Statements of Operations for the Nine Months ended September 30, 2011 and 2010 (unaudited) and the Cumulative Period from Inception (December 9, 2004) to September 30, 2011 (unaudited)		5

Statements of Cash Flows for the Nine Months ended September 30, 2011 and 2010 (unaudited) and the Cumulative Period from Inception (December 9, 2004) to September 30, 2011 (unaudited)		6

Statements of Stockholders' Deficiency for the Period from Inception (December 9, 2004) to September 30, 2011 (unaudited)		7

Notes to Financial Statements (unaudited)		8-16

Item 2. Management’s Discussion and Analysis Of Financial Condition and Results of Operations		17

Item 3. Quantitative and Qualitative Disclosures About Market Risk		20

Item 4. Controls and Procedures		20

PART II - OTHER INFORMATION

Item 1A. Risk Factors		21

Item 2. Registered Sales of Equity Securities and Use of Proceeds		21

Item 6. Exhibits		21

SIGNATURES		21

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

INTERIM BALANCE SHEETS

(Stated in U.S. Dollars)

	SEPTEMBER 30			DECEMBER 31
	2011			2010
	(Unaudited)
ASSETS

Current
Cash	$	1,763		$	1,981
Amounts receivable		7,738			6,348
Advance recoverable		-			10,000
		9,501			18,329

Loan Receivable		75,000			-
Mineral Claim Interest		-			8,500

	$	84,501		$	26,829


LIABILITIES

Current
Accounts payable and accrued liabilities	$	103,330		$	60,821
Loans payable		92,709			-
Amounts due to related parties		52,086			85,382
Promissory notes due to related parties		6,385			18,291
		254,510			164,494
Contractual Obligations And Commitments (Note 9)
Subsequent Events (Note 11)

STOCKHOLDERS’ DEFICIENCY

Capital Stock
Authorized:
100,000,000 voting common shares with a par value of $0.00001 per share

Issued:
6,250,000 common shares at September 30, 2011 (6,000,000 common shares at December 31, 2010)		63			60

Additional Paid-In Capital		109,237			102,990
Shares To Be Issued		10,000			-
Deficit Accumulated During The Exploration Stage		(289,309	)		(240,715	)
		(170,009	)		(137,665	)

	$	84,501		$	26,829

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

F-2

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

INTERIM STATEMENTS OF OPERATIONS

(Unaudited)

(Stated in U.S. Dollars)

													CUMULATIVE
													PERIOD FROM
													INCEPTION
	THREE MONTHS ENDED						NINE MONTHS ENDED						DECEMBER 9, 2004
	SEPTEMBER 30						SEPTEMBER 30						TO
	2011			2010			2011			2010			SEPTEMBER 30, 2011

Revenue	$	-		$	-		$	-		$	-		$	-

Operating Expenses
Corporate support services		12,305			8,575			21,222			24,864			100,499
Interest, bank and finance charges		2,558			372			14,057			1,058			18,171
Mineral property costs		8,500			2,038			8,500			2,038			14,400
Office, foreign exchange and sundry		(5,037	)		1,339			1,508			(125	)		9,188
Professional fees		14,978			2,565			38,587			30,215			155,395
Transfer and filing fees		7,493			3,665			11,001			14,838			37,937
		40,797			18,554			94,875			72,888			335,590
Operating Loss, Before Other Income (Expense)		(40,797	)		(18,554	)		(94,875	)		(72,888	)		(335,590	)

Other Income (Expense)
Gain resulting from debt forgiveness		56,281			-			56,281			-			56,281
Impairment of loan advance		(10,000	)		-			(10,000	)		-			(10,000	)

Net Income (Loss)	$	5,484		$	(18,554	)	$	(48,594	)	$	(72,888	)	$	(289,309	)

Basic And Diluted Net Earnings (Loss) Per Common Share	$	0.00		$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted Average Number Of Common Shares Outstanding		6,250,000			6,000,000			6,096,154			6,000,000

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

F-3

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)

(Stated in U.S. Dollars)

							CUMULATIVE
							PERIOD FROM
							INCEPTION
							DECEMBER 9
	NINE MONTHS ENDED						2004 TO
	SEPTEMBER 30						SEPTEMBER 30
	2011			2010			2011

Cash Provided By (Used In)

Operating Activities
Net loss for the period	$	(48,594	)	$	(72,888	)	$	(289,309	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest payable		3,043			755			4,534
Non-cash services from director		-			-			3,000
Non-cash finance fees		6,250			-			6,250
Non-cash mineral property cost		8,500			-			8,500
Gain resulting from debt forgiveness		(56,281	)		-			(56,281	)
Impairment of loan advance		10,000			-			10,000
Loss on foreign exchange		(1,023	)		150			(1,023	)
Net changes in non-cash operating working capital items:
Amounts receivable		(1,390	)		(2,317	)		(7,738	)
Accounts payable and accrued liabilities		42,509			44,111			102,639
		(36,986	)		(30,189	)		(219,428	)
Investing Activities
Acquisition of mineral claim interest		-			-			(8,500	)
Loan receivable		(75,000	)		-			(75,000	)
Advances		-			(10,000	)		(10,000	)
		(75,000	)		(10,000	)		(93,500	)
Financing Activities
Issuance of common stock and subscriptions for cash		10,000			-			110,050
Advances from related parties		11,955			11,465			98,029
Advances from promissory notes		-			11,755			16,799
Advances from loans payable		89,813			-			89,813
		111,768			23,220			314,691

Net Increase (Decrease) In Cash		(218	)		(16,969	)		1,763

Cash, Beginning Of Period		1,981			19,001			-

Cash, End Of Period	$	1,763		$	2,032		$	1,763

Supplemental Disclosure Of Cash Flow Information
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

Non-cash Financing Activity
Common shares issued as financing fee	$	6,250		$	-		$	6,250

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

F-4

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

INTERIM STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

PERIOD FROM INCEPTION, DECEMBER 9, 2004, TO SEPTEMBER 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

	COMMON STOCK
	NUMBER OF COMMON SHARES		PAR VALUE		ADDITIONAL PAID – IN CAPITAL		SHARES TO BE ISSUED AND SUBSCRIPTIONS RECEIVED		DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE			TOTAL

Beginning balance, December 9, 2004			$	-	$	-	$	-	$	-		$	-

Shares issued for cash at $0.00001		5,000,000		50		-		-		-			50
Net loss for the period		-		-		-		-		(10,013	)		(10,013	)

Balance, December 31, 2004		5,000,000		50		-		-		(10,013	)		(9,963	)

Non-cash service from directors		-		-		3,000		-		-			3,000
Net loss for the year		-		-		-		-		(7,604	)		(7,604	)

Balance, December 31, 2005		5,000,000		50		3,000		-		(17,617	)		(14,567	)

Net loss for the year		-		-		-		-		(6,027	)		(6,027	)

Balance, December 31, 2006		5,000000		50		3,000		-		(23,644	)		(20,594	)

Net loss for the year		-		-		-		-		(10,935	)		(10,935	)

Balance, December 31, 2007		5,000,000		50		3,000		-		(34,579	)		(31,529	)

Net loss for the year		-		-		-		-		(53,221	)		(53,221	)

Balance, December 31, 2008		5,000,000		50		3,000		-		(87,800	)		(84,750	)

Shares issued for cash at $0.10		1,000,000		10		99,990		-		-			100,000
Net loss for the year		-		-		-		-		(68,465	)		(68,465	)

Balance, December 31, 2009		6,000,000		60		102,990		-		(156,265	)		(53,215	)

Net loss for the year		-		-		-		-		(84,450	)		(84,450	)

Balance, December 31, 2010		6,000,000		60		102,990		-		(240,715	)		(137,665	)

Shares issued as consideration for a loan		250,000		3		6,247		-		-			6,250
Shares issuable for cash		-		-		-		10,000		-			10,000
Net loss for the period		-		-		-		-		(48,594	)		(48,594	)

Balance, September 30, 2011		6,250,000	$	63	$	109,237	$	10,000	$	(289,309	)	$	(170,009	)

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

F-5

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

1.	BASIS OF PRESENTATION AND NATURE OF OPERATIONS

Organization

International Gold Corp. (“the Company”) was incorporated in the State of Nevada, U.S.A., on December 9, 2004. The Company’s principal executive offices are located in Vancouver, British Columbia, Canada. The Company was formed for the purpose of acquiring exploration stage natural resource properties. The Company currently has no properties and is not conducting any exploration work. The Company has not yet realized any revenues from its operations.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As shown in the accompanying financial statements, the Company has incurred accumulated losses of $289,309 for the period from December 9, 2004 (inception) to September 30, 2011, and has had no revenue. The future of the Company is dependent upon its ability to obtain new financing. Although there is no assurance that management’s plans will be realized, management has plans to seek additional capital through private placements of its common stock. These 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.

The unaudited financial information furnished herein reflects all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented. These third quarter financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s report on Form 10-K for the year ended December 31, 2010. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding fiscal year, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s financial statements for the fiscal year ended December 31, 2010, has been omitted. The results of operations for the nine month period ended September 30, 2011 are not necessarily indicative of results for the entire year ending December 31, 2011.

F-6

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). 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 have been made using careful judgment. All dollar amounts are in U.S. dollars unless otherwise noted.

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

Exploration Stage Enterprise

The Company’s financial statements have been prepared using the accrual method of accounting and according to the provisions of Accounting Standards Codification (“ASC”) Topic 915, Development Stage Entities. To date, the Company devoted substantially all of its efforts to acquiring and exploring mineral properties. It currently has no properties and no exploration program.

Mineral Property Costs

Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property are capitalized. Such costs will be amortized using the unit-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Long-lived Assets

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

F-7

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Long-lived Assets (Continued)

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Asset Retirement Obligations

Asset retirement obligations, including environmental expenditures, that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when retirement obligations, including environmental assessments and/or remedial efforts, are probable, and the cost can be reasonably estimated.

Cash and Cash Equivalents

Cash consists of cash on deposit with high quality major financial institutions, and to date, the Company has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits. For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of 90 days or less to be cash equivalents.

Foreign Currency Accounting

The Company’s functional currency is the U.S. dollar. Head office financing and investing activities are generally in Canadian dollars. Transactions in Canadian currency are translated into U.S. dollars as follows:

	i)	monetary items at the exchange rate prevailing at the balance sheet date;
	ii)	non-monetary items at the historical exchange rate;

iii)

revenue and expense items at the rate in effect of the date of transactions.

Gains and losses arising on the settlement of foreign currency denominated transactions or balances are recorded in the statements of operations.

F-8

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value of Financial Instruments

ASC Topic 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. 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.

These tiers include:

Level 1 – defined as observable inputs such as quoted prices in active markets;

Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Cash consists of cash on deposit with a high quality major financial institution. The carrying cost approximates fair value due to the liquidity of these deposits. The carrying amounts of other financial assets and liabilities comprising amounts receivable, accounts payable and accrued liabilities, and amounts due to related parties, were a reasonable approximation of their fair value.

Use of Estimates and Assumptions

The preparation of financial statements, in conformity with United States generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions are determining the fair value of transactions involving common stock, valuation and impairment losses on mineral property acquisitions and values recorded for related party transactions. Actual results may differ from the estimates.

Basic and Diluted Loss Per Share

The Company reports basic loss per share in accordance with ASC Topic 260, “Earnings Per Share”. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding during the period. Diluted loss per share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As the Company generated net losses in the period presented, the basic and diluted loss per share are the same, as any exercise of options or warrants would be anti-dilutive.

F-9

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-based Compensation

The Company adopted ASC Topic 718, “Compensation – Stock Compensation”, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments for the enterprise, or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The Company uses the Black-Scholes option-pricing model to determine the fair-value of these transactions. To September 30, 2011, the Company has not granted any stock options.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes. This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

3.	ADVANCE RECOVERABLE

By a letter agreement dated March 18, 2010, the Company paid an advance of $10,000 to a company in connection with a prospective financing and merger between the two companies. The funds advanced were to be returned in full as a formal agreement was not entered into and negotiations were terminated. The Company has concluded that the advance is unlikely to be recovered due to ongoing financial difficulties experienced by the company that received the advance. The full amount of the advance has therefore been impaired. The Company will continue to pursue recovery of the advance.

4.	LOAN RECEIVABLE

On July 15, 2011, the Company entered into a definitive securities purchase agreement (the “Agreement”) with a limited liability company incorporated in the state of Nevada (the “LLC”) and its member companies (the “Members”) with respect to the proposed acquisition of all of the issued and outstanding membership units of LLC. The LLC’s wholly owned subsidiary, a private corporation incorporated under the laws of Mexico, holds rights to certain mining concessions located in the State of Chihuahua, Mexico covering approximately 15,980 hectares. Pursuant to the terms of the Agreement the Company agreed to issue 25,000,000 shares of common stock to the Members and/or their nominees and make an aggregate cash payment of $150,000 to the Mexican subsidiary. Of that amount, $75,000 was advanced on June 20, 2011 and the remaining $75,000 was payable on or before closing. In the event the transaction did not close, the advance amount paid was to be treated as a secured demand loan bearing interest at 5% per annum.

Closing of the transaction was subject to a number of conditions including: satisfactory completion of both parties’ due diligence; obtaining all necessary governmental, regulatory and third party consents, waivers and approvals; the appointment of two nominees of the Members to the board of directors of the Company; and completion of an interim financing with proceeds intended to be used to fund working capital of the Company.

The 25,000,000 shares were not issued and none of the closing conditions described above were completed. The parties agreed on September 27, 2011 to a mutual release and cancellation of the Agreement. The LLC acknowledged the $75,000 as a loan from the Company, bearing interest at 5% per annum and indicated it will use best efforts to repay the loan in a timely manner. That amount is now reflected on the Balance Sheet as a Loan Receivable.

F-10

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

5.	MINERAL CLAIM INTEREST

In 2004, the Company, on payment of $8,500 to a related British Columbia corporation owned and controlled by the sole director and officer of the Company, acquired the right to conduct exploration activities on one mineral claim (“the Claim”). The legal title to the Claim was held by that corporation.

The Claim is located on the south end of Polley Lake approximately 90 kilometres northeast of the city of Williams Lake in the Cariboo Mining Division, British Columbia, Canada. The claim is approximately 500 meters long and 500 metres wide. To maintain the Claim, a fee of approximately $2,000 must be paid each year.

The Company decided not to pursue exploration activities on the Claim. On October 27, 2011, the related British Columbia corporation owned and controlled by the sole director and officer of the Company sold the Claim to a third party. The mineral claim interest has therefore been expensed and charged to Mineral property costs in the current period.

6.	CAPITAL STOCK

On December 10, 2004, pursuant to a private placement, the Company sold 5,000,000 shares of its common stock at $0.00001 per share for cash.

During the year ended December 31, 2009, the Company issued 1,000,000 shares of its common stock for cash proceeds of $100,000.

During the nine month period ended September 30, 2011 the Company:

Issued 250,000 shares of its common stock as partial consideration for a loan. The $6,250 estimated fair value of this financing fee was expensed during the period.

Received $10,000 as a subscription for 200,000 shares of its common stock. The shares have not yet been issued and are included on the Balance Sheet as Shares To Be Issued.

The Company has no stock option plan, warrants or other dilutive securities.

7.	LOANS PAYABLE

During the nine months ended September 30, 2011, the Company received loan proceeds as follows:

$4,813 ($5,000 Canadian): unsecured, non-interest bearing, and with no specific terms of repayment;

ii)

$10,000: unsecured, interest at 15% per annum, due on April 20, 2012;

iii)

$75,000: unsecured, interest at 10% per annum, due on August 2, 2011. The loan has not been repaid and the repayment terms will need to be renegotiated with the lender. On June 17, 2011, the Company issued 250,000 shares of its common stock as additional consideration for receiving the loan.

Interest totaling $2,896 (2010 - $Nil) was accrued on the loan amounts during the nine months ended September 30, 2011.

F-11

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

8.	RELATED PARTY TRANSACTIONS AND AMOUNTS DUE

Transactions with related parties were in the normal course of operations and have been valued in these financial statements at the exchange amount, which is the amount of consideration agreed to and established by the related parties.

Amounts Due to Related Parties

The Company was indebted at September 30, 2011 and at December 31, 2010, for unsecured, non-interest bearing loans with no specific terms of repayment, totaling $52,086 and $85,382 respectively. The total amount (2010 - $41,014) was due to the sole director and officer of the Company and a company or companies controlled by this director. $Nil (December 31, 2010 - $44,368) was due to a significant shareholder.

Other amounts due to the above noted related parties and included in accounts payable totaled $34,599 at September 30, 2011 (December 31, 2010 - $22,741). See also Note 8 d).

Promissory Notes Due to Related Parties

The Company was indebted at September 30, 2011 for unsecured promissory notes due on demand, bearing interest at 8% per annum, totaling $6,385, including accrued interest (December 31, 2010 - $18,291).

The balance of $6,385 (December 31, 2010 - $6,248), including accrued interest of $612 (December 31, 2010 - $271), was due to a company controlled by the sole director and officer of the Company. $Nil (December 31, 2010 - $12,044 including accrued interest of $1,143) was due to a significant shareholder.

Total interest accrued for the nine month period ended September 30, 2011 aggregated $612 (September 30, 2010 - $1,049).

See also Note 8 d).

Corporate Support Services

The Company incurred expenses for corporate support services of $8,917 during the nine months ended September 30, 2011 (September 30, 2010 - $24,864) from a company controlled by the sole director and officer of the Company in connection with an agreement having a 36 month term commencing on April 1, 2010. The Company was indebted for these corporate support services in the amount of $31,373 at September 30, 2011 and at $22,533 at December 31, 2010. The agreement was cancelled by mutual agreement, with no support service amounts payable after March 31, 2011. During the current period, the above company controlled by the sole director and officer of the Company assigned all amounts owed to it by the Company to a second company controlled by the sole director and officer of the Company.

Debt Forgiveness by a Significant Shareholder

As a result of negotiations between the sole director and officer of the Company and a now former significant shareholder in connection with business arrangements between them outside of the Company, the former significant shareholder forgave all amounts due from the Company to him totaling $56,281. This was comprised of $12,501 of promissory notes and accrued interest, and $43,779 of non-interest bearing advances. The total amount was recorded on the Statement of Operations for the current period as a gain resulting from debt forgiveness. In addition, the former significant shareholder sold all of his 2,500,000 shares of the Company to a company controlled by the sole director and officer of the Company.

F-12

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

9.	CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The Company has no significant contractual obligations or commitments with any parties respecting executive compensation, consulting arrangements, rental premises or other matters, except as disclosed elsewhere in these notes.

10.	FAIR VALUE OF ASSETS AND LIABILITIES

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. U.S. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820-10 Fair Value Measurements also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are:

Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 assets and liabilities include debt and equity securities traded in an active exchange market, as well as U.S. Treasury securities.

Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, 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 - Valuation is determined using model-based techniques with significant assumptions not observable in the market.

The following tables present information about the Company’s financial instruments that have been measured at fair value as of September 30, 2011 and December 31, 2010, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair values:

SEPTEMBER 30, 2011	LEVEL	HELD-FOR- TRADING		LOANS AND RECEIVABLES/ AMORTIZED COST		TOTAL CARRYING VALUE		FAIR VALUE
Financial assets
Cash	1	$	1,763	$	-	$	1,763	$	1,763
Amounts receivable	2		-		7,738		7,738		7,738
Loan receivable	2		-		75,000		75,000		75,000
		$	1,763	$	82,738	$	84,501	$	84,501

SEPTEMBER 30, 2011	LEVEL		OTHER FINANCIAL LIABILITIES		TOTAL CARRYING VALUE		FAIR VALUE
Financial liabilities
Accounts payable and accrued liabilities		3	$	103,331	$	103,331	$	103,331
Loans payable		3		92,709		92,709		92,709
Amounts due to related parties		3		52,086		52,086		52,086
Promissory notes due to related parties		3		6,385		6,385		6,385
			$	254,510	$	254,510	$	254,510

F-13

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

10.	FAIR VALUE OF ASSETS AND LIABILITIES (Continued)

DECEMBER 31, 2010	LEVEL		HELD-FOR- TRADING		LOANS AND RECEIVABLES/ AMORTIZED COST		TOTAL CARRYING VALUE		FAIR VALUE
Financial assets
Cash		1	$	1,981	$	-	$	1,981	$	1,981
Amounts receivable		2		-		6,348		6,348		6,348
Advance recoverable		2		-		10,000		10,000		10,000
			$	1,981	$	16,348	$	18,329	$	18,329

DECEMBER 31, 2010	LEVEL		OTHER FINANCIAL LIABILITIES		TOTAL CARRYING VALUE		FAIR VALUE
Financial liabilities
Accounts payable and accrued liabilities		3	$	60,821	$	60,821	$	60,821
Amounts due to related parties		3		85,382		85,382		85,382
Promissory notes due to related parties		3		18,291		18,291		18,291
			$	164,494	$	164,494	$	164,494

11.	SUBSEQUENT EVENTS

Management has evaluated subsequent events and the impact on the reported results and disclosures and has concluded that no other significant events require disclosure as of the date the interim financial statements were issued.

F-14

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Plan of Operation

We are a start-up, exploration stage company and have not yet generated any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. We have not generated any revenues and no revenues are anticipated until after we can acquire mineral and exploration rights to a property or properties, explore those properties, locate commercially viable mineralized deposits and proceed with development of the deposits. There is no certainty that we will be able to complete any of those steps. Our only sources for cash at this time are loans, or investments by others in a public offering or a private placement.

To meet our need for cash, the Company completed a public offering on April 9, 2009 of 1,000,000 shares for a total of $100,000. A second offering was completed on July 29, 2011 of 200,000 shares for a total of $10,000. We need to raise additional funding to maintain the Company for the next fiscal year. We no longer hold exploration rights for any mineral properties. Therefore exploration programs previously considered for the Polley Lake and Mexican properties will not proceed. We are actively seeking new properties that are suitable for a small scale mineral exploration program.

Our sole director, Robert Baker, has continued to advance funds for our operations. Mr. Baker has experience with filing reports required by US and Canadian securities law. Mr. Baker intends to continue to advance funds to pay the costs of filing reports with the SEC in the event the Company does not have the funds to do so. At the present time, we have not made any arrangements to raise additional cash. Other than as described in this paragraph, we have no other financing plans.

We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until have located a body of ore and we have determined it is economical to extract the ore.

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

Limited Operating History; Need for Additional Capital

There is not sufficient historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Results of Operations

From Inception on December 9, 2004 to September 30, 2011

We currently hold no mineral exploration rights for any properties but we are actively seeking new properties that are suitable for a small scale mineral exploration program.

In 2004 we paid $8,500 to a related British Columbia corporation owned and controlled by the sole director and officer of the Company and acquired the right to conduct exploration activities on one mineral claim (“the Claim”). The legal title to the Claim was held by that corporation. The Claim is located on the south end of Polley Lake approximately 90 kilometers northeast of the city of Williams Lake in the Cariboo Mining Division, British Columbia, Canada. The claim is approximately 500 meters long and 500 metres wide. To maintain the Claim, a fee of approximately $2,000 must be paid each year.

We decided not to pursue exploration activities on the Claim due to lack of funding. On October 27, 2011, the related British Columbia corporation owned and controlled by our sole director and officer sold the Claim to a third party. The mineral claim interest has therefore been expensed and charged to Mineral property costs in the current period.

On July 15, 2011, we entered into a definitive securities purchase agreement (the “Agreement”) with a limited liability company incorporated in the state of Nevada (the “LLC”) and its member companies (the “Members”) with respect to the proposed acquisition of all of the issued and outstanding membership units of LLC. The LLC’s wholly owned subsidiary, a private corporation incorporated under the laws of Mexico, holds rights to certain mining concessions located in the State of Chihuahua, Mexico covering approximately 15,980 hectares. Pursuant to the terms of the Agreement we agreed to issue 25,000,000 shares of common stock to the Members and/or their nominees and make an aggregate cash payment of $150,000 to the Mexican subsidiary. Of that amount, $75,000 was advanced on June 20, 2011 and the remaining $75,000 was payable on or before closing. In the event the transaction did not close, the advance amount paid was to be treated as a secured demand loan bearing interest at 5% per annum.

Closing of the transaction was subject to a number of conditions including: satisfactory completion of both parties’ due diligence; obtaining all necessary governmental, regulatory and third party consents, waivers and approvals; the appointment of two nominees of the Members to our board of directors; and completion of an interim financing with proceeds intended to be used to fund our working capital.

The 25,000,000 shares were not issued and none of the closing conditions described above were completed. The parties agreed on September 27, 2011 to a mutual release and cancellation of the Agreement. The LLC acknowledged in writing that the $75,000 is a loan from us, bearing interest at 5% per annum and indicated it will use best efforts to repay the loan in a timely manner. That amount is now reflected on the Balance Sheet as a Loan Receivable.

Since inception, we have used loans from shareholders to stake mineral property, to incorporate the company, and for legal and accounting expenses. Net cash advances provided by shareholders and their affiliated companies as at September 30, 2011 were $93,070, including accrued interest. Of this total $6,385 is covered by unsecured promissory notes which bear interest at 8% per annum, due on demand. The remaining balances are unsecured, interest free with no specific terms of repayment.

Results of Operations

	Nine Months Ended September 30						Change
	2011			2010			Amount			Percentage
Revenue	$	-		$	-		$	-			-
Operating Expenses		94,875			72,888			21,987			30	%
Operating Loss, Before Other Income (Expense)		(94,875	)		(72,888	)		(21,987	)		30	%
Other Income (Expense)		46,281			-			46,281			-
Net Income (Loss)	$	(48,594	)	$	(72,888	)	$	24,294			(33	%)

	Three Months Ended September 30						Change
		2011			2010		Amount			Percentage
Revenue	$	-		$	-		$	-
Operating Expenses		40,797			18,554			22,243			120	%
Operating Loss, Before Other Income (Expense)		(40,797	)		(18,554	)		(22,243	)		120	%
Other Income (Expense)		46,281			-			46,281			-
Net Income (Loss)	$	5,484		$	(18,554	)	$	24,038			(130	%)

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Revenues

We recorded net income of $5,484 for the three month period ended September 30, 2011 and have an accumulated deficit of $289,309 since inception. We have had no operating revenues since our inception on December 9, 2004. Given that we have no current operations, we are not currently able to forecast when we will generate any revenues.

Expenses – Three month period ended September 30, 2011 compared to the three month period ended September 30, 2010

Items with notable period over period differences are as follows:

	Three Months Ended September					Change
	2011			2010		Amount			Percentage
Corporate support services	$	12,305		$	8,575	$	3,730			43	%
Interest, bank and finance charges	$	2,558		$	372	$	2,186			588	%
Mineral property costs	$	8,500		$	2,038	$	6,462			317	%
Office, foreign exchange and sundry	$	(5,037	)	$	1,339	$	(6,376	)		(476	%)
Professional fees	$	14,978		$	2,565	$	12,413			484	%
Transfer and filing fees	$	7,493		$	3,665	$	3,828			104	%
Gain resulting from debt forgiveness	$	56,281		$	-	$	56,281			-
Impairment of loan advance	$	(10,000	)	$	-	$	(10,000	)		-

Corporate support services increased as the current quarter included costs under a new agreement for providing those services for May and June, 2011 which had not been previously agreed.

The increase in interest and bank charges was primarily due to accrual of debt interest in 2011 with none applicable in 2010.

Mineral property costs increased due to the write off of an $8,500 mineral claim interest when exploration work on the Polley Lake claim was ended and the claim was sold by the company which had granted the exploration rights to us.

Office, foreign exchange and sundry decreased primarily due to an unrealized foreign exchange gain in the current period relating to Canadian dollar denominated payable amounts.

Professional fees increased due to a current period expense for legal fees in connection with the agreement that was not completed to acquire mineral exploration rights to certain properties in Mexico.

Transfer and filing fees increased primarily due to costs for new SEC filing requirements that mandate financial statements in XBRL format.

As a result of negotiations between our sole director and officer and a significant shareholder in connection with business arrangements between them outside of the Company, the significant shareholder forgave all amounts due from us to him and companies controlled by him totaling $56,281.

In March, 2010, we paid an advance of $10,000 to a company in connection with a prospective financing and merger between our two companies. The funds advanced were to be returned in full as a formal agreement was not entered into and negotiations were terminated. We have concluded that the advance is unlikely to be recovered due to ongoing financial difficulties experienced by the company that received the advance. The full amount of the advance has therefore been impaired.

Balance Sheet at September 30, 2011 compared to December 31, 2010

Items with notable period-end differences are as follows:

	September 30		December 31		Change
	2011		2010		Amount			Percentage
Advance recoverable	$	-	$	10,000	$	(10,000	)		(100	%)
Loan receivable	$	75,000	$	-	$	75,000			-
Mineral claim interest	$	-	$	8,500	$	(8,500	)		(100	%)
Accounts payable and accrued liabilities	$	103,330	$	60,821	$	42,509			70	%
Loans payable	$	92,709	$	-	$	92,709			-
Amounts due to related parties	$	52,086	$	85,382	$	33,296			(39	%)
Promissory notes due to related parties	$	6,385	$	18,291	$	(11,906	)		(65	%)
Additional paid-in capital	$	109,237	$	102,990	$	6,247			6	%
Shares to be issued	$	10,000	$	-	$	10,000			-

The Loan receivable increase resulted from the mutual release and cancellation of an agreement through which we would acquire rights to certain mining concessions in Mexico. We had advanced $75,000 as a deposit under the terms of the agreement. In the event the transaction did not close, the advance amount paid was to be treated as a secured demand loan bearing interest at 5% per annum.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Balance Sheet at September 30, 2011 compared to December 31, 2010 (Continued)

We wrote off an $8,500 mineral claim interest when exploration work on the Polley Lake claim was ended and the claim was subsequently sold by the company which had granted the exploration rights to us.

Accounts payable increased primarily due to unpaid 2011 costs for legal services (approximately $14,000); corporate support services ($approximately $23,000); and consulting services (approximately $4,000).

Accounts payable and accrued liabilities increased during the current period primarily due to accrued fees to related parties.

Loans payable increased due to the receipt of approximately $90,000 in loans during the nine months ended September 30, 2011, plus the related accrued interest.

Amounts due to related parties decreased primarily as a result of the forgiveness by a related party of amounts due to them.

Promissory notes due to related parties also decreased due to the forgiveness by a related party of amounts due to them.

Additional paid-in capital increased during the nine months ended September 30, 2011 as a result of the issue of 250,000 shares as additional consideration for receiving a loan.

In July, 2011 we received $10,000 as a subscription for 200,000 shares of our common stock. The shares have not yet been issued and are included on the Balance Sheet as Shares To Be Issued.

Liquidity and Capital Resources

As of the date of this report, we have yet to generate any revenues from our business operations.

In December 2004, we issued 5,000,000 shares of common stock pursuant to the exemption from registration continued in Section 4(2) of the Securities Act of 1933. This was accounted for as a purchase of shares of common stock.

During April 2009 we issued 1,000,000 shares of Common stock in the Company pursuant to a public offering. The offering was set at $0.10 per share and the Company raised $100,000 in the offering.

During the nine months ended September 30, 2011, the Company:

a) received loan proceeds as follows:

$5,000: unsecured, non-interest bearing, and with no specific terms of repayment

ii)

$10,000: unsecured, interest at 15% per annum, due on April 20, 2012

iii)

$75,000: unsecured, interest at 10% per annum, due on August 2, 2011. The loan has not been repaid and the repayment terms need to be renegotiated with the lender. On June 17, 2011, the Company issued 250,000 shares of its common stock as additional consideration for receiving the loan.

received $10,000 as a subscription for 200,000 shares of its common stock. The shares have not yet been issued and are included on the Balance Sheet as Shares To Be Issued.

As of September 30, 2011, our total assets were $84,501 and our total liabilities were $254,510. At September 30, 2011, we had cash on hand totaling $1,763.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4.

CONTROLS AND PROCEDURES.

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

Changes in Internal Control Over Financial Reporting: The following changes in our internal control over financial reporting during the quarter ended September 30, 2011 have materially affected our internal control over financial reporting.

During the quarter ended September 30, 2011, we engaged two outside consultants to assist us with completion of our financial statements for the period ended June 30, 2011 and subsequent periods, and to review the information provided by our bookkeeper for those periods. The consultants are very experienced in accounting and financial statement reporting in US GAAP. We believe that these measures have offset the lack of segregation of duties that existed prior to the current period and the fact that we do not have a comprehensive and formalized accounting and procedures manual. Those items were identified as being material weaknesses during the periods ended December 31, 2010, March 31, 2011, and June 30, 2011.

PART II - OTHER INFORMATION

ITEM 1A.

RISK FACTORS

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

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Other than as described below, we had no sales of unregistered securities in the nine months ended September 30, 2011 and subsequently, to the date of this report.

On July 18, 2008, the Securities and Exchange Commission declared our Form S-1 Registration Statement effective (File number 333-123134) permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share. The Company completed this Public offering under the terms described in our Form S-1 Registration Statement and sold 1,000,000 shares of common stock in April 2009.

On June 17, 2011, we issued 250,000 shares of our common stock in partial consideration for a loan, pursuant to Regulation S of the Securities Act of 1933. The shares were issued outside of the United States to a non-US person.

On July 29, 2011, we received $10,000 and a subscription for the purchase of 200,000 shares of our common stock, pursuant to regulation S of the Securities Act of 1933. The subscriber was a non-US person outside of the United States. The shares have not yet been issued.

ITEM 6.

EXHIBITS.

The following documents are included herein:

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

32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officer.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema

101.CAL	XBRL Taxonomy Extension Calculation Linkbase

101.DEF	XBRL Taxonomy Extension Definition Linkbase

101.LAB	XBRL Taxonomy Extension Label Linkbase

101.PRE	XBRL Taxonomy Extension Label Linkbase

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 11 th day of November, 2011

	INTERNATIONAL GOLD CORP.

	BY:	“Robert M. Baker”
		Robert M. Baker
		President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer, and sole member of the Board of Directors

EXHIBIT INDEX

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

32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officer.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema

101.CAL	XBRL Taxonomy Extension Calculation Linkbase

101.DEF	XBRL Taxonomy Extension Definition Linkbase

101.LAB	XBRL Taxonomy Extension Label Linkbase

101.PRE	XBRL Taxonomy Extension Label Linkbase

TABLE OF CONTENTS

Part I Financial Information Item 1. Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations (continued)Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II - Other Information Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 6. Exhibits

Exhibits

31.1 Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officer.

FTSP 10-Q Quarter ended Sept. 30, 2011

Exhibits