- Amended Quarterly Report (10-Q/A)

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	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	FORM 10-Q/A
	Amendment No. 2
x	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 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.

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(Exact name of registrant as specified in its charter)

 

NEVADA

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(State or other jurisdiction of incorporation or organization)

 

1111 West Georgia Street, Suite 1720

Vancouver, British Columbia

Canada V6E 4M8

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

 

[phone]

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(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 August 19, 2011.

 

 

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EXPLANATORY NOTE

 

This Amendment No. 2 (this "Amendment") to the Quarterly Report on Form 10-Q for the period ended June 30, 2011 of International Gold Corp. filed on August 22, 2011 (the “Original Filing”), is being filed in order to correct 1) the conclusion resulting from Management’s evaluation of Controls and Procedures on page 20, and 2) the description of Changes in Internal Control, also on page 20.

Other than as expressly set forth above, this Amendment does not, and does not purport to, update or restate the information in any Item of the Original Filing or reflect any events that have occurred after the Original Filing was filed.  The filing of this Amendment shall not be deemed an admission that the Form 10-Q, when made, included any known, untrue statement of material fact or knowingly omitted to state a material fact necessary to make a statement not misleading.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

 

		Page
PART I - FINANCIAL INFORMATION
Item 1.       Financial Statements		4
Balance Sheets as of June 30, 2011 (unaudited) and December 31, 2010		5
Statements of Operations for the Six Months ended June 30, 2011 and 2010 (unaudited) and the Cumulative Period from Inception (December 9, 2004) to June 30, 2011 (unaudited)		6
Statements of Cash Flows for the Six months ended June 30, 2011 and 2010 (unaudited) and the Cumulative Period from Inception (December 9, 2004) to June 30, 2011 (unaudited)		7
Statements of Stockholders' Deficiency for the Period from Inception (December 9, 2004) to June 30, 2011 (unaudited)		8
Notes to Financial Statements (unaudited)		9-17
Item 2.       Management’s Discussion and Analysis Of Financial Condition and Results of Operations		18
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

 

 

 

 

 

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PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011

  (Unaudited)

 (Stated in U.S. Dollars)

 

 

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INTERNATIONAL GOLD CORP.

 (An Exploration Stage Company)

INTERIM BALANCE SHEETS

 (Stated in U.S. Dollars)

 

 

		JUNE 30				DECEMBER 31
		2011				2010
		(Unaudited)
ASSETS
Current
Cash		$	-			$	1,981
Amounts receivable			3,963				6,348
Advance recoverable			10,000				10,000
			13,963				18,329
Mineral Property Deposit			75,000				-
Mineral Claim Interest			8,500				8,500
		$	97,463			$	26,829
LIABILITIES
Current
Excess of checks issued over funds on deposit		$	62			$	-
Accounts payable and accrued liabilities			80,557				60,821
Loans payable			90,627				-
Amounts due to related parties			92,299				85,382
Promissory notes due to related parties			19,411				18,291
			282,956				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 June 30, 2011 (6,000,000 common shares at December 31, 2010)			63				60
Additional Paid-In Capital			109,237				102,990
Deficit Accumulated During The Exploration Stage			(294,793	)			(240,715	)
			(185,493	)			(137,665	)
		$ 97,463				$ 26,829

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

 

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INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

INTERIM STATEMENTS OF OPERATIONS

(Unaudited)

 (Stated in U.S. Dollars)

																		CUMULATIVE
																		PERIOD
																		FROM
		THREE MONTHS ENDED								SIX MONTHS ENDED								INCEPTION
		JUNE 30								JUNE 30								DECEMBER 9, 2004
		2011				2010				2011				2010				TO JUNE 30, 2011
Revenue		$	-			$	-			$	-			$	-			$	-
Expenses
Corporate support services			-				8,789				8,917				16,289				88,194
Interest, bank and finance charges			10,746				392				11,499				665				15,613
Mineral property costs			-				-				-				-				5,900
Office, foreign exchange and sundry			3,274				-				6,545				87				14,225
Professional fees			23,608				21,735				23,609				27,650				140,417
Transfer and filing fees			2,350				7,546				3,508				11,173				30,444
			39,978				38,462				54,078				55,864				294,793
Net Loss For The Period		$	(39,978	)		$	(38,462	)		$	(54,078	)		$	(55,864	)		$	(294,793	)
Basic And Diluted Net Loss Per Common Share		$	(0.01	)		$	(0.01	)		$	(0.01	)		$	(0.01	)
Weighted Average Number Of Common  Shares Outstanding			6,035,714				6,000,000				6,017,956				6,000,000

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

 

 

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INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)

(Stated in U.S. Dollars)

										CUMULATIVE
										PERIOD FROM
										INCEPTION
										DECEMBER 9
		SIX MONTHS ENDED								2004 TO
		JUNE 30								JUNE 30
		2011				2010				2011
Cash Provided By (Used In)
Operating Activities
Net loss for the period		$	(54,078	)		$	(55,864	)		$	(294,793	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest payable			1,502				444				2,991
Non-cash services from director			-				-				3,000
Non-cash finance fees			6,250								6,250
Loss on foreign exchange			4,516				1,552				4,517
Net changes in non-cash operating working capital items:
Amounts receivable			2,385				(580	)			(3,963	)
Accounts payable and accrued liabilities			16,982				24,268				77,113
			(22,443	)			(30,180	)			(204,885	)
Investing Activities
Acquisition of mineral claim interest			-				-				(8,500	)
Mineral property deposit			(75,000	)			-				(75,000	)
Advances			-				(10,000	)			(10,000	)
			(75,000	)			(10,000	)			(93,500	)
Financing Activities
Issuance of common stock			-				-				100,050
Advances from related parties			5,400				12,642				91,474
Advances from promissory notes			-				10,585				16,799
Advances from loans payable			90,000				-				90,000
			95,400				23,227				298,323
Net Decrease In Cash			(2,043	)			(16,953	)			(62)
Cash, Beginning Of Period			1,981				19,001				-
(Excess Of Checks Issued Over Funds On Deposit) Cash, End Of Period		$	(62	)		$	2,048			$	(62	)
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.

 

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INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

INTERIM STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

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

(Unaudited)

 (Stated in U.S. Dollars)

 

		COMMON STOCK
		NUMBER OF COMMON SHARES				PAR VALUE				ADDITIONAL PAID – IN CAPITAL				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			5,000,000				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
Net loss for the period			-				-				-				(54,078	)			(54,078	)
Balance, June 30, 2011			6,250,000			$	63			$	109,237			$	(294,793	)		$	(185,493	)

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

 

 

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INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 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 has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations.  The Company was formed for the purpose of acquiring exploration stage natural resource properties.  The Company is considered an exploration stage company as defined in the Securities and Exchange Commission (“SEC”) Industry Guide No. 7.

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 $294,793 for the period from December 9, 2004 (inception) to June 30, 2011, and has had no revenue.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the exploration of its mineral claim.  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 second 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 six month period ended June 30, 2011 are not necessarily indicative of results for the entire year ending December 31, 2011.

 

 

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INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 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:

a)

Exploration Stage Enterprise

The Company’s financial statements are prepared using the accrual method of accounting and according to the provisions of Accounting Standards Codification (“ASC”) Topic 915, Development Stage Entities, as it devotes substantially all of its efforts to acquiring and exploring mineral properties.  Until such properties are acquired and developed or sold, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.

b)

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.

c)

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.

 

 

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INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

c)

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.

d)

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.

e)

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.

f)

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.

 

 

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INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

g)

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.

h)

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.

i)

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.

 

 

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INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

j)

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 June 30, 2011, the Company has not granted any stock options.

k)

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 will be returned in full as a formal agreement was not entered into and negotiations were terminated.

4.	MMINERAL PROPERTY DEPOSIT

Pursuant to a letter of intent dated June 14, 2011 the Company paid $75,000 as a deposit towards the acquisition of a Nevada incorporated Limited Liability Company. That company’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. A definitive agreement was completed on July 15, 2011 (see Note 11). In the event the transaction does not close, the deposit will be treated as a secured demand loan bearing interest at 5% per annum.

 

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INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 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 is 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 meters wide.  To maintain the Claim, a fee of approximately $2,000 must be paid each year.  The claim is currently in good standing until August 30, 2011.

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 six month period ended June 30, 2011, the Company issued 250,000 shares of its common stock as partial consideration for a loan. The estimated fair value of this financing fee of $6,250 was expensed during the three months ended June 30, 2011.

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

7.	LOANS PAYABLE

During the six months ended June 30, 2011, the Company received loan proceeds as follows:

 

i)

$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 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 $627 (2010 - $Nil) was accrued during the six months ended June 30, 2011.

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.

a)

Amounts Due to Related Parties

The Company was indebted at June 30, 2011 and at December 31, 2010, for unsecured, non-interest bearing loans with no specific terms of repayment, totaling $92,299 (2010 - $85,382). Of that total, $45,189 (2010 - $44,368) was due to a significant shareholder. The balance of $47,110 (2010 - $41,014) was due to the sole director and officer of the Company and two companies controlled by this director.  Other amounts due to related parties and included in accounts payable totaled $39,700 at June 30, 2011 (December 31, 2010 - $22,741).

 

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INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

8.	RELATED PARTY TRANSACTIONS AND AMOUNTS DUE (Continued)

b)

Promissory Notes Due to Related Parties

The Company was indebted at June 30, 2011 and at December 31, 2010, for unsecured promissory notes due on demand, bearing interest at rates ranging from 8% to 10% per annum, totaling $19,411 (2010 - $18,291).

Of that total, $12,859 (2010 - $12,044), including accrued interest of $1,679 (2010 - $1,143) was due to a significant shareholder. The balance of $6,552 (2010 - $6,172), including accrued interest of $652 (2010 - $271), was due to a company controlled by the sole director and officer of the Company.

Total interest expense for the six month period ended June 30, 2011 aggregated $917 (2010 - $433).

c)

Corporate Support Services

The Company incurred expenses for corporate support services of $8,917 during the six months ended June 30, 2011 (2010 - $16,289) 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 at June 30, 2011 and at December 31, 2010, for these corporate support services in the amount of $34,510 (2010 - $22,533).  The agreement was cancelled by mutual agreement as of March 31, 2011.

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.	FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

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

JUNE 30, 2011			LEVEL			HELD-FOR- TRADING				LOANS AND RECEIVABLES/ AMORTIZED COST				TOTAL CARRYING VALUE				FAIR VALUE
Financial assets
Amounts receivable			2			$	-			$	3,963			$	3,963			$	3,963
Advance recoverable			2				-				10,000				10,000				10,000
Mineral property deposit			2				-				75,000				75,000				75,000
						$	-			$	88,963			$	88,963			$	88,963

 

 

 

 

 

 

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INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

10.	FINANCIAL INSTRUMENT AND RISK MANAGEMENT (Continued)

JUNE 30, 2011		LEVEL				OTHER FINANCIAL LIABILITIES				TOTAL CARRYING VALUE				FAIR VALUE
Financial liabilities
Excess of checks issued over funds on deposit			1			$	62			$	62			$	62
Accounts payable and accrued liabilities			3				80,557				80,557				80,557
Loans payable			3				90,627				90,627				90,627
Amounts due to related parties			3				92,299				92,299				92,299
Promissory notes due to related parties			3				19,411				19,411				19,411
						$	282,956			$	282,956			$	282,956

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

		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

 

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INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 30, 2011

(Unaudited)

(Stated in U.S. Dollars)

11.	SUBSEQUENT EVENTS

a)

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 has 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 is payable on or before closing. In the event the transaction does not close the advance amount paid will be treated as a secured demand loan bearing interest at 5% per annum.

Closing of the transaction is 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.

b)

The Company received $10,000 on July 29, 2011 as proceeds from the sale of 200,000 shares of its common stock.  The shares have not yet been issued.

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.

 

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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 corporation 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 we begin removing and selling minerals. Our only sources for cash at this time are loans, or investments by others in a public offering or a private placement.

 

If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. 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 USD.  We need to raise additional funding to stay in business for the next fiscal year, to develop and implement an exploration program for the Polley Lake property if we proceed with that, and $75,000 to complete the purchase agreement through which we will acquire mineral rights to a much larger property in Mexico.

 

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 will 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. Mr. Baker’s commitment to paying such costs is oral and not in writing. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can’t raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

 

 We will be conducting research in the form of exploration of the property. Our exploration program is explained in as much detail as possible in the business section of our prospectus. 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 from the land.

 

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves. Whether we find mineralized material or not, we have no plans to change our business activities or to combine with another business, and are not aware of any events or circumstances that might cause us to change our plans.

 

If we are unable to complete any phase of exploration due to lack of funding, we will cease operations until we raise more money. If we are unable to raise any more money, we will cease operations.

 

We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, 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 no historical financial information about us upon which to base an evaluation of our performance.  We are an exploration stage corporation and have not generated any revenues from operations.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we plan to conduct research and exploration of our properties before we start production of any minerals we may find.

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.

   

 

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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 June 30, 2011

We currently have the right to explore one property at Polley Lake, British Columbia, Canada.  Woodburn Holdings Ltd., a company owned and controlled by our sole director, paid the cost of staking in the amount of $8,500.  We will begin our exploration plan when we have sufficient funds in place to do so.

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 has agreed to issue 25,000,000 shares of common stock to the Members and/or their nominees and to make an aggregate cash payment of $150,000 to the Mexican corporation. If we are successful in acquiring the mineral rights to this new property, it is likely that we will not pursue exploration work on the Polley Lake claim and focus all of our efforts on developing the larger property in Mexico.

Since inception, we have used loans from shareholders to stake the property, to incorporate the company, and for legal and accounting expenses. Net cash advances provided by shareholders and their affiliated companies as at June 30, 2011 were $111,710, including accrued interest. Of this total $19,411 is covered by unsecured promissory notes which bear interest at 8-10% per annum, due on demand. The remaining balances are unsecured, interest free with no specific terms of repayment.

Results of Operations

	Six Months Ended June 30				Change
		2011		2010	Amount		Percentage
Revenue	$	-	$	-	$	-	-
Expenses	$	54,078	$	55,864	$	(1,786)	(3%)
Net Loss	$	54,078	$	55,864	$	(1,786)	(3%)
	Three Months Ended June 30				Change
		2011		2010	Amount		Percentage
Revenue	$	-	$	-	$	-	-
Expenses	$	39,978	$	38,462	$	(1,516)	(3%)
Net Loss	$	39,978	$	38,462	$	(1,516)	(3%)

Revenues

We recorded a net loss of $39,978 for the three month period ended June 30, 2011 and have an accumulated deficit of $294,793 since inception. We have had no operating revenues since our inception on December 9, 2004. We do not anticipate that we will generate any revenues during the period in which we are an exploration stage company.

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

Items with notable period over period differences are as follows:

	Three Months Ended June 30				Change
		2011		2010	Amount		Percentage
Corporate support services	$	-	$	8,789	$	(8,789)	(100%)
Interest, bank and finance charges	$	10,746	$	392	$	10,354	(2,641%)
Transfer and filing fees	$	2,350	$	7,546	$	(5,196)	(69%)

§

Corporate support services decreased as the agreement for providing those services was terminated by mutual agreement at the end of March, 2011.

§

The increase in interest and bank charges was primarily due to accrual of debt interest in 2011 with none applicable in 2010, and the value of shares issued as additional consideration for a loan in 2011 being recorded as a finance charge, with no equivalent in 2010.

§

The decrease in transfer and filing fees was due to a corresponding decrease in filing required in the second quarter of 2011 compared to the equivalent quarter in the prior year.

 

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

Items with notable period-end differences are as follows:

		June 30		December 31	Change
		2011		2010	Amount		Percentage
(Excess of checks issued over funds on deposit)/Cash	$	(62)	$	1,981	$	(2,043)	(103%)
Amounts receivable	$	3,963	$	6,348	$	(2,385)	(38%)
Mineral property deposit	$	75,000	$	-	$	75,000	100%
Accounts payable and accrued liabilities	$	80,557	$	60,821	$	19,736	32%
Loans payable	$	90,627	$	-	$	90,627	100%
Amounts due to related parties	$	92,299	$	85,382	$	6,917	8%
Additional paid-in capital	$	109,237	$	102,990	$	6,247	6%

§

Cash decreased approximately $2,000 during the six month period ended June 30, 2011 as a result of incoming funds from all sources being less than the amount required to fund operations.

§

Amounts receivable decreased as recoverable goods and services taxes were lower at June 30, 2011 than at December 31, 2010.

§

Mineral property deposit increased due to the payment during the current period of $75,000 as the initial half of an amount required as part of an agreement to acquire mineral rights through ownership of a Mexican corporation.

§

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 $90,000 in loans during the six months ended June 30, 2011.

§

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

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 six months ended June 30, 2011, the Company received loan proceeds as follows:

i)

$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.

As of June 30, 2011, our total assets were $97,463 and our total liabilities were $282,956. At June 30, 2011, we had no cash on hand and a small excess of outstanding checks issued over funds on deposit of $62. We received $10,000 on July 29, 2011 as proceeds from the sale of 200,000 shares of our common stock. The shares have not yet been issued.

 

 

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 not effective as of the end of the period covered by this report primarily due to lack of segregation of duties in financial reporting. We do not have a comprehensive and formalized accounting and procedures manual.

 

Changes in Internal Control:  There were no changes in our internal control over financial reporting during the quarter ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Subsequent to the quarter ended June 30, 2011, we engaged two outside consultants to assist us with completion of our financial statements for the period ended June 30, 2011 and to review the information provided by our bookkeeper for that period. The consultants are very experienced in accounting and financial statement reporting in US GAAP. We believe that these measures will offset the material weaknesses that existed during the period ended June 30, 2011 as described above.

 

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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.

We had no sales of unregistered securities in the six months ended June 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.

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 Extension Presentation 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 30 th day of September, 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

 

 

 

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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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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