UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
| [X] | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended December 31, 2009 | |
| [ ] | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period __________ to __________ | |
Commission File Number: 000-27645 |
Ivany Nguyen, Inc.
(Exact name of small business issuer as specified in its charter)
| Delaware | 88-0258277 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| 8720 A Rue Du Frost, St. Leonard, Quebec, Canada H1P 2Z5 |
| (Address of principal executive offices) |
| 514-831-3809 |
| (Issuer’s telephone number) |
| _______________________________________________________________ |
| (Former name, former address and former fiscal year, if changed since last report) |
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No
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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| [ ] Large accelerated filer Accelerated filer | [ ] Non-accelerated filer |
| [X] Smaller reporting company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 37,031,877 Common Shares as of February 16, 2010.
TABLE OF CONTENTS | Page | |
PART I – FINANCIAL INFORMATION | ||
| Item 1: | Financial Statements | 3 |
| Item 2: | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 |
| Item 3: | Quantitative and Qualitative Disclosures About Market Risk | 10 |
| Item 4T: | Controls and Procedures | 10 |
PART II – OTHER INFORMATION | ||
| Item 1: | Legal Proceedings | 11 |
| Item 1A: | Risk Factors | 11 |
| Item 2: | Unregistered Sales of Equity Securities and Use of Proceeds | 11 |
| Item 3: | Defaults Upon Senior Securities | 11 |
| Item 4: | Submission of Matters to a Vote of Security Holders | 11 |
| Item 5: | Other Information | 11 |
| Item 6: | Exhibits | 11 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our financial statements included in this Form 10-Q are as follows: | |
| F-3 | Statements of Stockholders’ Equity as of December 31, 2009 (unaudited); |
These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended December 31, 2009 are not necessarily indicative of the results that can be expected for the full year.
| ASSETS | |||||
December 31, 2009 | June 30, 2009 | ||||
| (unaudited) | (audited) | ||||
| CURRENT ASSETS | |||||
| Cash | $ | 121,089 | $ | 455,263 | |
| Total Current Assets | 121,089 | 455,263 | |||
| EQUIPMENT, net | 2,276 | 3,286 | |||
| OTHER ASSETS | |||||
| Mineral properties | - | - | |||
| Total Other Assets | - | - | |||
| TOTAL ASSETS | $ | 123,365 | $ | 458,549 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||
| CURRENT LIABILITIES | |||||
| Accounts payable | $ | 80,667 | $ | 53,653 | |
| Loans due to shareholders | 47,357 | 46,983 | |||
| Total Current Liabilities | 128,024 | 100,636 | |||
| STOCKHOLDERS' EQUITY (DEFICIT) | |||||
Preferred stock; 10,000,000 shares authorized, at $0.001 par value, none issued or outstanding and outstanding | - | - | |||
Common stock; 200,000,000 shares authorized, at $0.001 par value, 37,031,877, and 36,051,877 shares issued and outstanding, respectively | 37,032 | 36,052 | |||
| Additional paid-in capital | 9,900,897 | 9,852,877 | |||
| Stock subscription (receivable) payable | (10,000) | 19,000 | |||
| Deficit accumulated during the exploration stage | (9,932,588) | (9,550,016) | |||
| Total Stockholders' Equity (Deficit) | (4,659) | 357,913 | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ | 123,365 | $ | 458,549 | |
The accompanying notes are an integral part of these financial statements.
For the Three Months Ended December 31, | For the Six Months Ended December 31, | From Inception Through | ||||||||||||
| 2009 | 2008 | 2009 | 2008 | 2009 | ||||||||||
| REVENUES | $ | - | $ | - | $ | - | $ | - | $ | - | ||||
| OPERATING EXPENSES | ||||||||||||||
| Exploration | - | - | - | 31,547 | 170,873 | |||||||||
| Professional fees | 31,058 | 10,357 | 109,658 | 20,573 | 578,547 | |||||||||
| General and administrative | 252,998 | 188,697 | 271,904 | 529,872 | 2,236,255 | |||||||||
| Impairment of mining properties | - | - | - | - | 545,221 | |||||||||
| Depreciation | 505 | 505 | 1,010 | 1,010 | 3,788 | |||||||||
| Total Operating Expenses | 284,561 | 199,559 | 382,572 | 583,002 | 3,534,684 | |||||||||
| LOSS FROM OPERATIONS | (284,561) | (199,559) | (382,572) | (583,002) | (3,534,684) | |||||||||
| INCOME TAX EXPENSE | - | - | - | - | - | |||||||||
| LOSS FROM CONTINUING OPERATIONS | (284,561) | (199,559) | (382,572) | (583,002) | (3,534,684) | |||||||||
| DISCONTINUED OPERATIONS | - | - | - | - | (6,397,904) | |||||||||
| NET LOSS | $ | (284,561) | $ | (199,559) | $ | (382,572) | $ | (583,002) | $ | (9,932,588) | ||||
| BASIC LOSS PER SHARE | $ | (0.01) | $ | (0.01) | $ | (0.01) | $ | (0.02) | ||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 37,031,877 | 25,751,877 | 36,701,877 | 25,651,877 | ||||||||||
The accompanying notes are an integral part of these financial statements.
IVANY MINING, INC.
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficit)
| Common Stock | Additional Paid-In | Stock Subscription | Deficit Accumulated | Total Stockholders' | |||||||||||||
| Shares | Amount | Capital | Payable | Stage | (Deficit) | ||||||||||||
| Balance, June 30, 2005 | 246,032 | $ | 246 | $ | 6,215,095 | $ | - | $ | (6,330,697) | $ | (115,356) | ||||||
| Net loss for the year ended | |||||||||||||||||
| June 30, 2006 | - | - | - | - | (28,518) | (28,518) | |||||||||||
| Balance, June 30, 2006 | 246,032 | 246 | 6,215,095 | - | (6,359,215) | (143,874) | |||||||||||
| Net loss for the year ended | |||||||||||||||||
| June 30, 2007 | - | - | - | - | (38,689) | (38,689) | |||||||||||
| Balance, June 30, 2007 | 246,032 | 246 | 6,215,095 | - | (6,397,904) | (182,563) | |||||||||||
| Mineral properties acquired | |||||||||||||||||
| for common stock | 20,150,000 | 20,150 | 77,958 | - | - | 98,108 | |||||||||||
| Common stock issued for cash | 5,055,845 | 5,056 | 1,273,191 | - | - | 1,278,247 | |||||||||||
| Value of options granted | - | - | 1,528,233 | - | - | 1,528,233 | |||||||||||
| Net loss for the year | |||||||||||||||||
| ended June 30, 2008 | - | - | - | - | (2,631,422) | (2,631,422) | |||||||||||
| Balance, June 30, 2008 | 25,451,877 | 25,452 | 9,094,477 | - | (9,029,326) | 90,603 | |||||||||||
| Common stock issued for | |||||||||||||||||
| services at $0.91 | 300,000 | 300 | 272,700 | - | - | 273,000 | |||||||||||
| Common stock issued for | |||||||||||||||||
| cash at $0.05 per share | 200,000 | 200 | 9,800 | - | - | 10,000 | |||||||||||
| Common stock issued for exercised | |||||||||||||||||
| options at $0.05 per share | 100,000 | 100 | 4,900 | - | - | 5,000 | |||||||||||
| Common stock issued for | |||||||||||||||||
| cash at $0.05 per share | 10,000,000 | 10,000 | 471,000 | 19,000 | - | 500,000 | |||||||||||
| Net loss for the year ended | |||||||||||||||||
| June 30, 2009 | - | - | - | - | (520,690) | (520,690) | |||||||||||
| Balance, June 30, 2009 | 36,051,877 | 36,052 | 9,852,877 | 19,000 | (9,550,016) | 357,913 | |||||||||||
| Common stock issued for | |||||||||||||||||
| cash at $0.05 per share (unaudited) | 980,000 | 980 | 48,020 | (29,000) | - | 20,000 | |||||||||||
| Net loss for the six months ended | |||||||||||||||||
| December 31, 2009 (unaudited) | - | - | - | - | (382,572) | (382,572) | |||||||||||
| Balance, December 31, 2009 | |||||||||||||||||
| (unaudited) | 37,031,877 | $ | 37,032 | $ | 9,900,897 | $ | (10,000) | $ | (9,932,588) | $ | (4,659) | ||||||
The accompanying notes are an integral part of these financial statements.
F-3
IVANY MINING, INC.
(A Development Stage Company)
Statements of Cash Flows
(unaudited)
For the Six Months Ended December 31, | From Inception Through | |||||||
| 2009 | 2008 | 2009 | ||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (382,572) | $ | (583,002) | $ | (9,932,588) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Discountinued operations | - | - | 6,215,341 | |||||
| Value of options granted | - | 121,146 | 1,528,233 | |||||
| Common stock issued for services | - | 273,000 | 273,000 | |||||
| Depreciation | 1,010 | 1,010 | 3,788 | |||||
| Impairment of mining properties | - | - | 545,221 | |||||
| Changes in operating assets and liabilities: | ||||||||
| Change in accounts payable | 27,014 | 17,013 | 80,667 | |||||
Net Cash Used in Operating Activities | (354,548) | (170,833) | (1,286,338) | |||||
| INVESTING ACTIVITIES | ||||||||
| Purchase of mineral properties | - | - | (447,113) | |||||
| Purchase of computer equipment | - | - | (6,064) | |||||
Net Cash Used in Investing Activities | - | - | (453,177) | |||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from common stock | 20,000 | - | 1,813,247 | |||||
| Repayment of notes payable | - | - | (40,247) | |||||
| Proceeds from notes payable | - | - | 40,247 | |||||
| Repayment to shareholder | - | - | (113,979) | |||||
| Borrowings from shareholder | 374 | 50,658 | 161,336 | |||||
Net Cash Provided by Financing Activities | 20,374 | 50,658 | 1,860,604 | |||||
| NET INCREASE (DECREASE) IN CASH | (334,174) | (120,175) | 121,089 | |||||
| CASH AT BEGINNING OF PERIOD | 455,263 | 120,304 | - | |||||
| CASH AT END OF PERIOD | $ | 121,089 | $ | 129 | $ | 121,089 | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
| CASH PAID FOR: | ||||||||
| Interest | $ | - | $ | - | $ | - | ||
| Income Taxes | $ | - | $ | - | $ | - | ||
| NON CASH FINANCING ACTIVITIES: | ||||||||
| Common stock issued for mineral properties | $ | - | $ | 98,108 | $ | 98,108 | ||
The accompanying notes are an integral part of these financial statements.
IVANY MINING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to make the financial statements be not misleading and to present fairly the financial position, results of operations, and cash flows at December 31, 2009, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2009 audited financial statements. The results of operations for the periods ended December 31, 2009 and 2008 are not necessarily indicative of the operating results for the full years.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.
In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. (See FAS 167 effective date below.)
In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166. (See FAS 166 effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Recent Accounting Pronouncements (Continued) Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1 effective date below.)
IVANY MINING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15,2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.
In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions ofASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.
In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15,2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company.
In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15,2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15,2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15,2009. The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations or cash flows of the Company.
IVANY MINING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
NOTE 2 - GOING CONCERN
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 - ISSUANCE OF COMMON STOCK
During the six month period ending December 31, 2009, the Company issued 400,000 shares of common stock at a value of $0.05 per share for cash.
During the six month period ending December 31, 2009, the Company issued 380,000 shares of common stock. The Company had received $19,000 in exchange for these shares during the year ended June 30, 2009. The Company also issued 200,000 shares of common stock for cash at $0.05 per share for which it has not been paid as of the end of the six months December 31, 2009.
NOTE 4 - RELATED PARTY NOTE
As of December 31, 2009, the Company had an unsecured, non interest bearing demand loan due to a shareholder of the Company totaling $47,357.
NOTE 5 – SUBSEQUENT EVENTS
The Company has analyzed its operations subsequent to December 31, 2009 through February 19, 2010 and has determined that it does not have any material subsequent events to disclose in these financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Description of Business
Ivany Nguyen, Inc. was formed as a Delaware corporation on July 13, 1999. Our principal executive offices are located at 8720-A Rue Du Frost, St. Leonard, Quebec, Canada H1P 2Z5. Our telephone number is 514-831-3809.
Since the inception of our current operations, we have been in the business of mineral exploration and development. We have acquired several mineral claims in the provinces of Quebec and Alberta, Canada and have been focused on the strategic acquisition and development of uranium, diamond, base metals, and precious metal properties on a worldwide basis. Further exploration of our mineral claims is required before a final determination as to their viability can be made. The existence of commercially exploitable mineral deposits in our mineral claims is unknown at the present time and we will not be able to ascertain such information until we receive and evaluate the results of our exploration programs.
More recently, we have been seeking to diversify our operations by identifying opportunities in Asia to enter the agricultural sector, with a particular focus on bamboo. We are planning to identify and lease land from which we can harvest bamboo poles to be sold both as raw material and potentially processed into paper pulp. In addition, we plan to identify and review at other agricultural opportunities in South East Asia.
Mineral Properties
Zama Lake Pb-Zn Property
The Zama Lake Pb-Zn property consists of ten metallic mineral permits covering 92,160 hectares (227,732.3 acres) located 700 km north northwest of Edmonton Alberta. The property is a grass roots Pb-Zn play staked as the result of the discovery of anomalous sphalerite and galena grains found in till samples collected during diamond exploration. The property area is forested and hosts parts of the Zama Lake Oil and Gas field. Zama Lake and Zama City are oil industry support bases and are located within the property.
Exploration on the Zama Lake property consisting of till sampling, examination of indicator mineral concentrates and silt geochemistry indicates the likely proximal presence of Pb-Zn mineralization near surface. The best potential likely exists along structural breaks (faults), collapse structures, porous zones (tuffs), and proximal or up dip of petroleum zones. This potential likely exists beyond the carbonates at depth and into the shale. Further work is required to evaluate the Zama Lake property.
The property that is the subject of the Zama Lake property is undeveloped and does not contain any open-pit or underground mines which can be rehabilitated. There is no commercial production plant or equipment located on the property that is the subject of the mineral claim. Our exploration program has been exploratory in nature and there is no assurance that mineral reserves will be found. In order to further evaluate the potential of the Zama Lake property, our consulting geologist has recommended a two-phase exploration program which is projected to cost a total of $1,400,000.
Quebec Properties
We also hold a 100% interest in two large sets of mineral claims in the province of Quebec, Canada. We have not yet commissioned geological or technical reports on these properties and can give no data or other assurances regarding their value or exploration potential at this time.
Temiscamingue property
The Temiscamingue property is located approximately 40 kilometers east of the town of Ville Marie and 100 kilometers south of Rouyn Noranda, halfway between the Elliott Lake Uranium camp in Ontario and the Abitibi Gold Belt, within the Grenville Province Front. The project is accessible via logging roads. Government regional stream sediment survey have identified many anomalies in the area. Property is strategically located between the claims of Superior Diamonds (adjacent to the north) where new kimberlites have recently been discovered and the property of Aurizon Mines (adjacent to the south) which has reported as much as 100 grams of gold per ton during till sampling with the objective of identifying the gold dispersion trains previously outlined. Ivany Mining has acquired a 100% undivided interest of 24928.68 acres in this mineral rich Temiscamingue region.
The budget for our proposed initial exploration activities on the Temiscamingue property is $265,000 CDN.
Mont Laurier properties
We also hold a 100% interest in a large group of claims situated in the area of Mont Laurier, Quebec. This property is located less than 200 kilometers northwest of Montreal and is easily accessible by both paved and gravel roads. The Mont Laurier properties were acquired after Nova Uranium and Strateco Resources made several discoveries in the area. We have claims adjacent to Strateco and Nova Uranium in a North/South trend. Previous exploration in the area has resulted in many uranium showings including a grab sample showing a result of over 70lbs/ton of U308. Also, there are estimations of sizeable U308 reserves in the area, but theses reserves are pre NI-43 101 therefore not compliant. With the price of U308 recently climbing, there has been renewed interest in the area. The close proximity to a major metropolitan city makes this project very attractive as exploration and mining costs are sharply reduced as compared to projects in remote areas.
The budget for our proposed initial exploration activities on the Mont Laurier properties is $177,000 CDN.
Potential Bamboo Property License
Recently, we have successfully concluded the first stage of negotiations to acquire bamboo assets suitable for commercial exploitation in South East Asia. Our management recently concluded a month long visit to Attapeu province in Laos PDR, where they conducted on site due diligence and met with local and provincial government representatives. At the conclusion of our management’s visit, the local and provincial government representatives agreed to support a plan for our licensing of 10,000 hectares (24,700 acres) of mature harvestable bamboo plantations in the province. The final step in the process for acquiring the appropriate bamboo harvesting licenses will be to submit a feasibly report and other required documentation to the federal government of Laos for approval.
Under the proposed acquisition, the company will license approximately 10,000 hectares of mature harvestable bamboo in production-forest areas where development of non-timber products is highly encouraged by the government to bring economic growth and employment to the area. The quality of the bamboo is such that we are planning to harvest it for multiple downstream products. The proposed licensed areas are in close proximity to electrical grids and are accessible by paved roads. Local communities are nearby where production facilities can be located and where skilled labor can be readily accessed. Upon successful conclusion of the licensing process for the bamboo properties in Attapeu province, we will release additional details.
We are also conducting additional negotiations and due diligence in regards to acquiring other agricultural commodity properties and products in areas in South East Asia. In the event that we are able to commence our proposed bamboo-harvesting operations, we expect that they will become the primary focus of the company.
Results of Operations for the three months ended December 31, 2009 and 2008
We have not earned any revenues since the inception of our current business operations. We incurred expenses and a net loss in the amount of $284,561 for the three months ended December 31, 2009, compared to expenses and a net loss of $199,559 for the three months ended December 31, 2008. We incurred expenses and a net loss in the amount of $382,582 for the six months ended December 31, 2009, compared to expenses and a net loss of $583,002 for the six months ended December 31, 2008. We have incurred total expenses and a net loss of $3,534,684 from the inception of our current operations through December 31, 2009.
Our losses are attributable to operating expenses together with a lack of any revenues. We anticipate our operating expenses will increase as we continue with our plan of operations.
Liquidity and Capital Resources
As of December 31, 2009, we had current assets in the amount of $121,809, consisting entirely of cash. Our current liabilities as of December 31, 2009, were $128,024. Thus, we had working capital deficit of $6,215 as of December 31, 2009.
We have not attained profitable operations and are dependent upon obtaining financing to pursue significant exploration and development activities. We do not anticipate earning revenues until such time that we are into commercial production of our current and/or potential resources properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our mineral properties, or if such resources are discovered, that we will enter into commercial production. In addition, we can provide no firm assurance that our efforts to license bamboo properties in Laos will be successful or that our contemplated harvesting operations can be successfully commenced.
We have incurred cumulative net losses of $3,534,684 since inception of our current operations and require capital for our contemplated operational activities to take place.
Off Balance Sheet Arrangements
As of December 31, 2009, there were no off balance sheet arrangements.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue significant exploration activities. We have incurred cumulative net losses of $3,534,684 since our inception of our current operations and require capital for our contemplated operational and marketing activities to take place. Our ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.
Recently Issued Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505):
Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.
In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. (See FAS 167 effective date below.)
In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166. (See FAS 166 effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1 effective date below.)
In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.
In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions ofASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.
In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company.
In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15,2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15,2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15,2009. The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations or cash flows of the Company.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information required by this Item.
Item 4T. Controls and Procedures
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2009. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Mr. Derek Ivany, and our Chief Financial Officer, Mr. Victor Cantore. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2009, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the quarter ended December 31, 2009.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Limitations on the Effectiveness of Internal Controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Item 1A: Risk Factors
A smaller reporting company is not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended December 31, 2009.
Item 5. Other Information
None
Item 6. Exhibits
Exhibit Number | Description of Exhibit |
| 3.1 | Articles of Incorporation, as amended (1) |
| 3.2 | Bylaws, as amended (2) |
| 1 | Incorporated by reference to Annual Report on Form 10-KSB for the period ended June 30, 2002 filed on December 19, 2002. |
| 2 | Incorporated by reference to the Registration Statement on Form 10 filed December 28, 1999. |
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Ivany Nguyen, Inc. | |
| Date: | February 22, 2010 |
By: /s/ Derek Ivany Derek Ivany Title: Chief Executive Officer and Director |