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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-Q
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x
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number 333-123134
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Large Accelerated Filer
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o
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Accelerated Filer
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o
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Non-accelerated Filer
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o
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Smaller Reporting Company
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x
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Page
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|
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements
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3 |
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Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013
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4 |
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Statements of Operations for the Three Months and Nine Months ended September 30, 2014 and 2013 (unaudited)
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5 |
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Statements of Cash Flows for the Nine Months ended September 30, 2014 and 2013 (unaudited)
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6 |
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Notes to Financial Statements (unaudited)
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7 |
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Item 2. Management’s Discussion and Analysis Of Financial Condition and Results of Operations
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11 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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15 |
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Item 4. Controls and Procedures
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16 |
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PART II - OTHER INFORMATION
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|
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Item 1A. Risk Factors
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16 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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16 |
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Item 6. Exhibits
|
17 |
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SIGNATURES
|
18 |
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SEPTEMBER 30
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DECEMBER 31
|
|||||||
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2014
|
2013
|
|||||||
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(Unaudited)
|
||||||||
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ASSETS
|
||||||||
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Current
|
||||||||
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Cash
|
$
|
16,192
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$
|
21
|
||||
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Prepaid fees and advances
|
8,300
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-
|
||||||
|
$
|
24,492
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$
|
21
|
|||||
|
LIABILITIES
|
||||||||
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Current
|
||||||||
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Accounts payable and accrued liabilities
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$
|
108,066
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$
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78,076
|
||||
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Loans payable
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202,530
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111,731
|
||||||
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310,596
|
189,807
|
|||||||
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Contractual Obligations, Commitments And Subsequent Events (Note 6)
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||||||||
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STOCKHOLDERS’ DEFICIENCY
|
||||||||
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Capital Stock
|
||||||||
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Authorized:
|
||||||||
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100,000,000 voting common shares with a par value of $0.00001 per share
|
||||||||
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Issued:
|
||||||||
|
11,509,000 common shares at September 30, 2014 and December 31, 2013
|
115
|
115
|
||||||
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Additional Paid-In Capital
|
692,385
|
692,385
|
||||||
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Accumulated Deficit
|
(978,604
|
)
|
(882,286
|
)
|
||||
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(286,104
|
)
|
(189,786
|
)
|
|||||
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$
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24,492
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$
|
21
|
|||||
|
THREE MONTHS ENDED
|
NINE MONTHS ENDED
|
|||||||||||||||
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SEPTEMBER 30
|
SEPTEMBER 30
|
|||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
|||||||||||||
|
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
|
Expenses
|
||||||||||||||||
|
Consulting services
|
9,789
|
26,623
|
61,590
|
83,480
|
||||||||||||
|
Corporate support services
|
-
|
1,838
|
-
|
9,397
|
||||||||||||
|
Interest, bank and finance charges
|
3,252
|
2,158
|
7,970
|
(3,069)
|
||||||||||||
|
Office, foreign exchange and sundry
|
(2,763
|
)
|
3,923
|
(2,723
|
)
|
4,409
|
||||||||||
|
Professional fees
|
16,769
|
6,550
|
38,800
|
32,547
|
||||||||||||
|
Transfer and filing fees
|
3,064
|
1,046
|
10,280
|
10,151
|
||||||||||||
|
30,111
|
42,138
|
115,917
|
136,915
|
|||||||||||||
|
Loss from operations
|
$
|
(30,111
|
)
|
$
|
(42,138
|
)
|
$
|
(115,917
|
)
|
$
|
(136,915
|
)
|
||||
|
Other income
|
19,599
|
-
|
19,599
|
-
|
||||||||||||
|
Net Loss For The Period
|
(10,512
|
)
|
(42,138
|
)
|
(96,318
|
)
|
(136,915
|
)
|
||||||||
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Basic And Diluted Loss Per Common Share
|
$
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(0.00
|
)
|
$
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(0.00
|
)
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
||||
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Weighted Average Common Shares Outstanding
|
11,509,000
|
9,901,500
|
11,509,000
|
9,901,500
|
||||||||||||
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NINE MONTHS ENDED
|
||||||||
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SEPTEMBER 30
|
||||||||
|
2014
|
2013
|
|||||||
|
Cash Provided By (Used In):
|
||||||||
|
Operating Activities
|
||||||||
|
Net loss for the period
|
$
|
(96,318
|
)
|
$
|
(136,915
|
)
|
||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Accrued interest payable
|
6,171
|
7,247
|
||||||
|
Net changes in non-cash operating working capital items:
|
||||||||
|
(Increase) decrease in prepaid fees and advances
|
(8,300
|
)
|
34,032
|
|||||
|
Decrease in amounts receivable
|
-
|
9,464
|
||||||
|
Increase (decrease) in accounts payable and accrued liabilities
|
29,990
|
(35,710
|
)
|
|||||
|
(68,457
|
)
|
(121,882
|
)
|
|||||
|
Financing Activities
|
||||||||
|
Issuance of common stock subscriptions
|
-
|
90,000
|
||||||
|
Loan advances
|
84,628
|
20,690
|
||||||
|
84,628
|
110,690
|
|||||||
|
Net Increase (Decrease) In Cash
|
16,171
|
(11,192
|
)
|
|||||
|
Cash, Beginning Of Period
|
21
|
11,282
|
||||||
|
Cash, End Of Period
|
$
|
16,192
|
$
|
90
|
||||
|
Supplemental Disclosure Of Cash Flow Information
|
||||||||
|
Cash paid during the period for:
|
||||||||
|
Interest
|
$
|
-
|
$
|
-
|
||||
|
Income taxes
|
$
|
-
|
$
|
-
|
||||
|
Shares issued for debt settlement
|
$
|
-
|
$
|
21,750
|
||||
|
1.
|
BASIS OF PRESENTATION AND NATURE OF OPERATIONS
|
|
2.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
a)
|
Basis of Accounting
|
|
| The Company’s financial statements have been prepared using the accrual method of accounting. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. |
|
b)
|
Cash and Cash Equivalents
|
|
|
Cash consists of cash on deposit with high quality major financial institutions. For purposes of the balance sheet and statements of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of 90 days or less to be cash equivalents. At September 30, 2014 and December 31, 2013, the Company had no cash equivalents.
|
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
|
c)
|
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; and
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.
|
||
|
d)
|
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.
|
|
The Company’s financial instruments consist of cash, prepaid fees and advances, accounts payable and accrued liabilities, and loans payable. The Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The carrying values of cash and prepaid fees and advances (Level 1), accounts payable and accrued liabilities, and loans payable (Level 2) approximate their fair values due to the immediate or short term maturity of these financial instruments.
|
|
e)
|
Use of Estimates and Assumptions
|
|
|
The preparation of financial statements, in conformity with GAAP, 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 related parties and common stock. Actual results may differ from the estimates.
|
|
f)
|
Basic and Diluted Earnings (Loss) Per Share
|
|
|
The Company reports basic earnings or loss per share in accordance with ASC Topic 260, “Earnings Per Share”. Basic earnings or loss per share is calculated based on the weighted average number of common stock outstanding during the period. In periods with net income, the diluted per share amounts include the dilutive effect of common stock equivalents such as outstanding warrants or stock options. In periods with net losses, basic and diluted loss per share are the same, as including the effect of common stock equivalents would be anti-dilutive. The Company has no stock option plan, warrants or other dilutive securities.
|
|
g)
|
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.
|
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
|
h)
|
Recent 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.
|
|
3.
|
CAPITAL STOCK
|
|
|
·
|
in connection with the $0.20 private placement, the Company received $90,000 as subscriptions for 450,000 shares of its common stock. 250,000 shares were issued on October 3, 2013 and 200,000 on October 25, 2013 in connection with those subscriptions; and
|
|
|
·
|
the Company reached an agreement with a lender to issue 217,500 shares of its common stock to settle $21,750 in loans payable. Those shares were issued on October 3, 2013.
|
|
4.
|
LOANS PAYABLE
|
|
|
i)
|
$5,000: unsecured; interest at 15% per annum; due on April 20, 2012.
|
|
|
ii)
|
$75,000: unsecured; interest at 10% per annum; due on August 2, 2011.
|
|
|
iii)
|
$32,858: unsecured; non-interest bearing; with no specific terms of repayment; owed to a director.
|
|
|
iv)
|
$25,561: unsecured; non-interest bearing; with no specific terms of repayment.
|
|
|
v)
|
$1,829: unsecured; non-interest bearing; with no specific terms of repayment.
|
|
|
vi)
|
$35,000: unsecured; non-interest bearing; with no specific terms of repayment; owed to a company controlled by a director.
|
|
|
i)
|
$5,000: unsecured; interest at 15% per annum; due on April 20, 2012.
|
|
|
ii)
|
$75,000: unsecured; interest at 10% per annum; due on August 2, 2011.
|
|
|
iii)
|
$1,642: unsecured; non-interest bearing; with no specific terms of repayment.
|
|
|
iv)
|
$8,979: unsecured; non-interest bearing; with no specific terms of repayment.
|
|
5.
|
RELATED PARTY TRANSACTIONS AND AMOUNTS DUE
|
|
a)
|
Related Party Amounts Due
|
|
|
At September 30, 2014, the Company owed a company controlled by a director and officer $70,819 (December 31, 2013: $32,108) which was included in accounts payable.
|
|
5.
|
RELATED PARTY TRANSACTIONS AND AMOUNTS DUE (Continued)
|
|
b)
|
Consulting Services
|
|
|
During the nine months ended September 30, 2014, the Company incurred $60,653 (September 30, 2013 - $83,480) in consulting fees to a director and officer of the Company. See Note 6.
|
|
6.
|
CONTRACTUAL OBLIGATIONS, COMMITMENTS AND SUBSEQUENT EVENTS
|
|
|
a)
|
On February 21, 2012, a consulting agreement was fully executed between the Company and another company controlled by a director and officer of the Company, effective January 1, 2012 for a term of 48 months, whereby the related company agreed to provide the services of its shareholder as the Company’s CEO, COO, CFO and Corporate Secretary. As compensation, the Company was to pay $90,000 per annum, in equal monthly installments of $7,500, in arrears and plus applicable taxes. The Company also agreed to reimburse reasonable business and/or entertainment and automobile expenses during the duration of the consulting agreement. Effective July 1, 2012, the agreement was revised to amend the compensation to be monthly installments of $9,000 CAD plus applicable taxes, with the 48 month term to commence from the new effective date.
|
|
|
b)
|
On August 29, 2014, the Company entered into a Letter of Intent (“the LOI”) with Lode Star Gold Inc. (“LSG”), a Nevada registered private company, regarding a proposed purchase by the Company of an interest in LSG’s mineral property. Pursuant to the LOI, the Company has agreed to issue shares of its common stock and make certain payments to LSG in consideration for the interest. The two companies have agreed to use their best efforts to negotiate and execute a definitive agreement setting out the full terms of the transaction within 30 days. The definitive agreement will be subject to a number of closing conditions including satisfactory completion of due diligence and the receipt of all necessary governmental and regulatory approvals.
|
|
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 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
Three Months Ended
September 30
|
Change
|
|||||||||||||
|
2014
|
2013
|
Amount
|
Percentage
|
|||||||||||
|
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
-
|
|||||||
|
Operating Expenses
|
$
|
30,111
|
$
|
42,138
|
$
|
(12,027
|
) |
(29%)
|
||||||
|
Loss from Operations
|
$
|
(30,111
|
)
|
$
|
(42,138
|
)
|
$
|
12,027
|
(29%)
|
|||||
|
Other Income
|
$
|
19,599
|
$
|
-
|
$
|
19,599
|
-
|
|||||||
|
Net Loss For The Period
|
$
|
(10,512
|
)
|
$
|
(42,138
|
)
|
$
|
31,626
|
(75%)
|
|||||
|
Nine Months Ended
September 30
|
Change
|
|||||||||||||
|
2014
|
2013
|
Amount
|
Percentage
|
|||||||||||
|
Revenue
|
$
|
-
|
$
|
-
|
$ | - |
-
|
|||||||
|
Operating Expenses
|
$
|
115,917
|
$
|
136,915
|
$ | (20,998 | ) |
(15%)
|
||||||
|
Loss from Operations
|
$
|
(115,917
|
)
|
$
|
(136,915
|
)
|
$ | 20,998 |
(15%)
|
|||||
|
Other Income
|
$
|
19,519
|
$ |
-
|
$ | 19,519 |
-
|
|||||||
|
Net Loss For The Period
|
$
|
(96,318
|
)
|
$ |
(136,915
|
)
|
$ | 40,597 |
(30%)
|
|||||
|
Three Months Ended September 30
|
Change
|
||||||||||||
|
2014
|
2013
|
Amount
|
Percentage
|
||||||||||
|
Consulting services
|
$
|
9,789
|
$
|
26,623
|
$
|
(16,834
|
)
|
(63%)
|
|||||
|
Corporate support services
|
$
|
-
|
$
|
1,838
|
$
|
(1,838
|
)
|
(100%)
|
|||||
|
Office, foreign exchange and sundry
|
$
|
(2,763
|
)
|
$
|
3,923
|
$
|
(6,686
|
)
|
(170%)
|
||||
|
Professional fees
|
$
|
16,769
|
$
|
6,550
|
$
|
10,219
|
156%
|
||||||
|
Transfer and filing fees
|
$
|
3,064
|
$
|
1,046
|
$
|
2,018
|
193%
|
||||||
|
|
§
|
Consulting
services
were lower in the third quarter of 2014 than in 2013 due to an agreement with the company providing services of our CEO that the final installment under the consulting agreement for those services was paid in July, 2014. A settlement is to be finalized.
|
|
|
§
|
Corporate support services
decreased as a result of the agreement to supply those services being terminated by the service provider as of December 31, 2013.
|
|
|
§
|
Office, foreign exchange and sundry
were lower in 2014 primarily due to an increase in foreign exchange gain of approximately $8,000 offset by an increase in IT expenses (approximately $1,000).
|
|
|
§
|
Professional fees
increased primarily due to timing of billings for audit and review services.
|
|
|
§
|
Transfer and filing fees
increased primarily due to 8K filing requirements in the 2014 quarter, with none in the 2013 quarter.
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
September 30
|
December 31
|
Change
|
|||||||||||
|
2014
|
2013
|
Amount
|
Percentage
|
||||||||||
|
Cash
|
$
|
16,192
|
$
|
21
|
$
|
16,171
|
77,005%
|
||||||
|
Prepaid fees and advances
|
$
|
8,300
|
$
|
-
|
$
|
8,300
|
-
|
||||||
|
Accounts payable and accrued liabilities
|
$
|
108,066
|
$
|
78,076
|
$
|
29,990
|
38%
|
||||||
|
Loans payable
|
$
|
202,530
|
$
|
111,731
|
$
|
90,799
|
81%
|
||||||
|
|
§
|
The increase in
Cash
of approximately $16,000 is explained below in the section on Cash Flows.
|
|
|
§
|
Prepaid fees and advances
increased due to approximately $2,000 in a legal retainer plus approximately $7,000 in advances paid on a debt settlement.
|
|
|
§
|
Accounts payable and accrued liabilities
increased mainly due to increases in accrued costs for transfer agent services (approximately $2,000), accounting services (approximately $9,000), and consulting fees (approximately $35,000), offset by a decrease in accrued costs for corporate support services (approximately $20,000) due to a settlement agreement.
|
|
|
§
|
Loans payable
increased due to the receipt in 2014 of loans of approximately $85,000, together with an increase in accrued interest of approximately $6,000.
|
|
September 30
|
December 31
|
Increase/(Decrease)
|
|||||||||||
|
2014
|
2013
|
Amount
|
Percentage
|
||||||||||
|
Current Assets
|
$
|
24,492
|
21
|
$
|
24,471
|
116,529%
|
|||||||
|
Current Liabilities
|
310,596
|
189,807
|
120,789
|
64%
|
|||||||||
|
Working Capital (Deficiency)
|
$
|
(286,104
|
)
|
(189,786
|
)
|
$
|
(96,318)
|
51%
|
|||||
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
Nine Months Ended September 30
|
Change
|
||||||||||||
|
2014
|
2013
|
Amount
|
Percentage
|
||||||||||
|
Cash Flows (Used In) Provided By:
|
|||||||||||||
|
Operating Activities
|
$
|
(68,457
|
)
|
$
|
(121,882
|
)
|
$
|
53,425
|
44%
|
||||
|
Financing Activities
|
84,628
|
110,690
|
(26,062
|
)
|
(24%)
|
||||||||
|
Net increase (decrease) in cash
|
$
|
16,171
|
$
|
(11,192
|
)
|
$
|
27,363
|
245%
|
|||||
|
|
Cash Used In Operating Activities
|
|
|
The decrease in cash used in operating activities of approximately $53,000 is due to the following:
|
|
|
§
|
Operating expenses being lower by approximately $21,000 in the current nine month period than in the equivalent period in the prior year, together with other income of approximately $20,000 in the current period;
|
|
|
§
|
An increase in prepaid fees and advances of approximately $8,000 in 2014, compared to a decrease of approximately $34,000 in 2013, for a net year over year period difference of approximately $42,000;
|
|
|
§
|
A decrease in amounts receivable of $Nil in 2014, compared to approximately $9,000 in 2013, resulting in a year over year difference of approximately $9,000; and
|
|
|
§
|
In 2014, accounts payable increased by approximately $30,000, while in the corresponding 2013 period, it decreased by approximately $36,000, for a net year over year difference of approximately $66,000.
|
|
|
§
|
loan advances in the first nine months of 2014 of approximately $85,000, compared to approximately $21,000 in the same period in 2013; a net increase of approximately 64,000, and
|
|
|
§
|
the receipt of subscriptions for our common stock being $Nil in the first nine months of 2014, compared to $90,000 in the same period in 2013, a net decrease of $90,000.
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
|
ITEM 4.
|
CONTROLS AND PROCEDURES.
|
|
ITEM 1A.
|
RISK FACTORS
|
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
|
ITEM 6.
|
EXHIBITS.
|
|
Exhibit No.
|
Document Description
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
INTERNATIONAL GOLD CORP.
|
|||
|
BY:
|
“Robert M. Baker”
|
||
|
Robert M. Baker
|
|||
|
President, Chief Executive Officer, and member of the Board of Directors
|
|||
|
Exhibit No.
|
Document Description
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|