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EX-31.1 - EXHIBIT 31.1 - Myriad Interactive Media, Inc. | ex31_1.htm |
EX-31.2 - EXHIBIT 31.2 - Myriad Interactive Media, Inc. | ex31_2.htm |
EX-23.1 - EXHIBIT 23.1 - Myriad Interactive Media, Inc. | ex23_1.htm |
EX-32.1 - EXHIBIT 32.1 - Myriad Interactive Media, Inc. | ex32_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
[X]
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|||||||
For
the fiscal year ended June 30,
2009
|
||||||||
[ ]
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
|
|||||||
For
the transition period from _________ to ________
|
||||||||
Commission
file number: 000-27645
|
||||||||
Ivany Mining, Inc.
|
||||||||
(Exact
name of registrant as specified in its charter)
|
Delaware
|
88-0258277
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
8720
A Rue Du Frost
St. Leonard, Quebec, Canada
|
H1P 2Z5
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number: 514-325-4567
|
Securities
registered under Section 12(b) of the Exchange Act:
|
|
Title
of each class
|
Name
of each exchange on which registered
|
None
|
not applicable
|
Securities
registered under Section 12(g) of the Exchange Act:
|
|
Title
of each class
|
Name
of each exchange on which registered
|
None
|
not applicable
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [ ] No
[X]
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes [ ] No
[X]
Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities 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 past 90
days. Yes
[X] 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 preceeding 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes
[X] No
[ ]
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” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] 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
[ ] No [X]
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. $4,443,825.24 as of
June 30, 2009.
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. 37,031,877as of November 10,
2009.
2
TABLE OF
CONTENTS
PART I
Our
principal offices are located at 8720-A Rue Du Frost, St. Leonard, Quebec,
Canada, H1P 2Z5.
Overview
Ivany
Mining 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
514-325-4567.
We are in
the business of mineral exploration and development. We have acquired or entered
into agreements to acquire several mineral claims in the provinces and Quebec
and Alberta, Canada. Our plan is to attempt to identify and pursue opportunities
for the acquisition and development of mining properties in Canada and around
the world.
We are
focused on the strategic acquisition and development of uranium, diamond, base
metals, and precious metal properties on a worldwide basis. Our long-term
objective is to become a sustainable mid-tier base & precious metal producer
in Canada & Cambodia, to the benefit of all stakeholders, in a socially and
environmentally responsible manner. Our overall strategy is to rapidly advance
our recently acquired/optioned base & precious metal exploration
properties.
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.
Zama Lake Pb-Zn
Property
Acquisition
of Property
On
September 11, 2007, we entered into a Letter of Intent Purchase Agreement (the
“Purchase Agreement”) with Star Uranium Corp. (“Star Uranium”). Under the terms
of the Purchase Agreement, Star Uranium has agreed to transfer to us ten mining
claims located in the Zama Lake area of northern Alberta, Canada. Under the
Purchase Agreement, we paid Star Uranium a cash purchase price of $100,000CDN.
Also, we issued Star Uranium 150,000 shares of our common stock as additional
consideration for the purchased mining claims. The mining claims transferred
under the Purchase Agreement cover a total of approximately 92,160
hectares.
Under the
Purchase Agreement, we have also agreed to invest certain minimum amounts in the
development of the mineral properties. Subject to any negotiated adjustments
which may be made by the parties based on future geological evaluation, we were
required to spend a minimum
of
$400,000CDN toward exploration of the properties before May 16,
2008. We are required to spend an additional $1,000,000CDN toward
exploration and development before May 16, 2010.
Star
Uranium has retained a 2% smelter royalty on the properties and has retained all
diamond rights. We have the option to buy-down the retained net smelter royalty
to 1% by making an additional payment of $1,000,000CDN to Star Uranium at any
time. The Purchase Agreement, which is in the form of a short Letter of Intent,
may be replaced by a more formal agreement if deemed necessary by the
parties.
On
September 12, 2007, we acquired additional claims in Alberta under an Alberta
Mining Claims Purchase Agreement (the “Purchase Agreement”) with Derek Ivany and
Royal Atlantis Group, Inc. (“Royal Atlantis”). Under the terms of the Purchase
Agreement, Mr. Ivany and Royal Atlantis have transferred to us a total of six
mining claims located in the province of Alberta, Canada.
In
exchange for the mining claims transferred to us under the Purchase Agreement,
we paid a total of $20,000 ($10,000 each) to Mr. Ivany and Royal
Atlantis.
In 2007,
Ivany Mining Inc. hired Paul A. Hawkins & Associates Ltd. an independent
geological services firm to further analyze and complete a National Instrument
43-101 compliance form on the property. The report covers the property optioned
from Star Uranium and outlines a detailed exploration program.
Description
and Location of the Zama Lake 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.
The Zama
Lake Pb-Zn 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. The First Nation Dene Tha’
(Assumption-Habay-Chateh) settlement exists to the south of the
property.
Exploration
Potential
The
presence of anomalous concentrations of sphalerite and galena in the coarse sand
fraction of till from the Zama Lake area suggests the possible presence of
proximal Pb-Zn mineralization. Given the area geology, this mineralization may
be either Sedex mineralization in the underlying shale or MVT mineralization in
the deeper carbonates.
Northern
Alberta hosts a thick sequence of shale, which is cut by the Great Slave Shear
Zone which extends southwest from the Pine Point area into the Zama Lake /
Rainbow Lake area. Core studies of Keg River carbonate in the area show
dolomitization, brecciation, and the presence of cements containing fluorite,
chalcopyrite, sphalerite, and / or galena, which are indicative of hydrothermal
activity in the immediate region. This hydrothermal activity is likely present
because the association of higher temperature saddle dolomite with epigenetic
lead and zinc mineralization, hydrocarbons, and sulfate-rich carbonate proximal
to major basement faults. The discovery of significant concentrations of Zn and
Pb in modern saline formation waters emanating from Middle Devonian Keg River
Formation in northern Alberta suggests a possible ore-source in the area that
has not yet been discovered (Hitchon, 1993).
Throughout
northern Alberta and southern Northwest Territories, numerous and extensive
thick carbonate successions occur in the cratonic platform wedge of strata
within the Western Canadian Sedimentary Basin. These same rocks host the Pine
Point MVT mineralization. No Sedex deposits have been found in Cenozoic or
Mesozoic age rocks but there is a clear association and close genetic link
between deposit types. Potential exists for both types of deposit in the Zama
Lake area.
The
exploration potential of the Zama Lake Pb-Zn property lies in the recognition
that the discovery of sphalerite, galena, barite grains in heavy mineral
concentrates are being indicative of the metal bearing hydrothermal fluids
ascending through a sedimentary package which hosts carbonates and shale where
they could have deposited economic Pb-Zn deposits. Previous to this, sphalerite
and galena occurrences were known in the Devonian carbonate rocks in oil wells
in northern Alberta. High levels of metals were also found in saline formation
waters in Devonian Keg River Formation. Both the federal (GSC) and provincial
(AGS) geological surveys have been promoting the Pb-Zn conceptual potential of
the Western Canadian Sedimentary Basin for several years (Rice, 2001; Hannigan,
2002; Hannigan et al., 2003). Previous analyses of Devonian formation waters in
Northern Alberta show these waters to be Pb-rich and are thus not related to
Pine Point because the deposit is Zn-rich. Recent analysis shows that Zn values
are in an order of magnitude greater than Pb (Hannigan et al., 2003). Lead
isotope dating of the Pine Point deposits is 290 Ma (290 million years ago or
Late Pennsylvanian age). The metal-bearing fluids responsible for Pine Point are
much older and likely different than modern formation waters. Modern formation
waters are likely driven by a Laramide deformation event within the Cretaceous.
This would make the whole sedimentary package prospective for Pb-Zn
deposition.
The
presence of the classical Pb - Zn - Mo anomalous geochemistry on a regional
basis in the surficial environment in the clay silt fraction of till within the
Zama Lake area indicates proximal source and not a far traveled transported
anomaly. This potential has only recently been recognized. The structural
setting of the Zama Lake Area along parallel structures to the MacDonald - Great
Slave Fault northeast-southwest system and cross cutting northwest-southwest
structures is similar in setting to the Pine Point Area. Most of these
structures are basement features, which have been reactivated over time and
penetrate nearly the full sedimentary package. These structures are likely one
of the major controls localizing mineralization.
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
this grass-roots Pb-Zn property of merit.
Geological
Exploration Program in General and Recommendations From Our Consulting
Geologist
We have
obtained an independent Technical Report on the Zama Lake property from Paul A.
Hawkins, P.Eng. Mr. Hawkins prepared the Technical Report and reviewed all
available exploration data completed on these mineral claims.
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 is 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.
Phase I
Sub-surface
data should be compiled from select wells on the property to compile the shallow
stratigraphy from well logs. Any structural information from the logs would also
be valuable. Bedrock topography would also be important to avoid areas of deep
overburden. This information can likely be acquired at a minimum
cost.
Further,
more extensive bulk till and silt geochemical sampling should be untaken at a
higher density using ATV for better access into more remote and wetter areas
where summer access does not exist. Coverage of silt geochemistry sampling
should be expanded beyond that of addition bulk till sampling. Orientation
studies should also be undertaken to define variation with depth and lateral
variation within burrow pits near current anomalous areas. Increasing bulk till
sample size should also be evaluated. Data from GSC / AGS multi-element sampling
should be fully integrated into a single database.
Isotopic
age dating of the sulfide indicator minerals recovered is warranted to date the
age of the mineralization. The age date for mineralization at Pine Point is 290
million years ago. The age date for mineral at Zama Lake in the subsurface
within Devonian carbonates is of a similar age. Mineralization near surface may
relate to the Laramide Orogeny 47 ±10 Ma (million years ago). This Laramide
Orogeny likely deforms rocks up and including Cretaceous age rock. If the age
dates are much younger than the old lead dates for Pine Point, the potential for
the play increases significantly. Several of the grains should have their
isotopic composition determined.
Processing
of aeromagnetic data should be completed and targets selected for ground
follow-up. Follow-up ground geophysics should likely initially consist of ground
magnetometer, VLF-EM, HLEM and selected induced polarization (IP) surveys. The
best suite of surveys should be determined given the local ground conditions and
overburden thickness. It will likely be possible in some cases to use
pre-existing grid lines from seismic surveys. Total cost for the Phase I program
is estimated at $400,000.
Phase II
The
recommended Phase II program is largely a winter drilling program because of
access issues. A suite of ground geophysics would delineate drill targets.
Drilling would then be conducted on defined targets within 152.4 m (500 ft) of
surface. Where possible, surface access would be gained by using pre-existing
winter roads. Operations would likely be based out of one of Zama City’s open
camps. Special care would be required in areas of shallow natural gas. The
special care procedures would not be cost prohibitive but include extra training
of crews, spark arrestor on diesel engines and gas deflector on casings. The
drilling component of the Phase II program budget is contingent on the
delineation of suitable drill targets. A phase II budget of $1,000,000 is
recommended.
Exploration
Budget
Phase
I
|
||||
Well
Log Data Compilation
|
$
|
25,000
|
||
Heavy
Mineral Sampling
|
$
|
25,000
|
||
Laboratory
& Isotopic Analysis
|
$
|
35,000
|
||
Ground
Geophysics (IP, EM and Mag)
|
$
|
265,000
|
||
Project
Management and Reporting
|
$
|
50,000
|
||
Phase
I Total
|
$
|
400,000
|
$
|
400,000
|
Phase
II
|
||||
Ground
Geophysics (IP, EM and Mag)
|
$
|
200,000
|
||
Diamond
Drilling (3000 m.)
|
$
|
750,000
|
||
Project
Management and Reporting
|
$
|
50,000
|
||
Sub-total=
|
$
|
1,000,000
|
$
|
1,000,000
|
Project
Total=
|
$
|
1,400,000
|
Quebec
Properties
We have
also acquired 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. We plan to obtain independent
reports regarding these properties in the near future. The following is a brief
description of the Quebec properties our plans for conducting initial surveying
and sampling on these claims:
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.
Regional
Geology
The
Superior Province is the largest Archean craton in the world, half of which is
located in Québec. This craton is a highly prospective region for kimberlite
exploration, meeting all four criteria for hosting economic grades of
diamond-bearing kimberlite: 1) the presence of an Archean craton; 2) the
refractive, relatively cool and low-density peridotitic root of the craton has
been insulated against reheating and excessive tectonic reworking; 3) the
presence of major tectonic structures; and 4) association of diamonds with other
intrusive rocks. Four kimberlite fields have been identified in Québec, the
Temiscamingue Field being one of these.
Local
Geology
The
Property over thrusts 2 geological structural provinces, intruded by
granite-granodiorite-mafic and ultramafic rocks all faulted and sheared. Fault
sets and lineaments intersect the Structural Thrust Front. It is on the
Central-median ridge of the “Temiscamingue Lake Rift” and on the strike of many
Diamond Kimberlite occurrences.
Stream
sediment geochemistry points to strong anomalies for Nickel, Uranium, and Rare
Earths Elements along with good gold potential and many circular shape magnetic
anomalies to be tested for their Kimberlitic potential.
Mont Laurier
properties
Ivany
Mining owns a 100% interest in a large group of claims situated in the area of
Mont Laurier, Quebec, the 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. Ivany Mining has 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 to $136 per pound, there has been renewed
interesting 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.
Regional
Mineralization
The Mont
Laurier Uranium Exploration Camp area is one of many radioactive districts
scattered throughout the Grenville Structure Province. Many of the Grenville
radioactive occurrences (chiefly related to intrusives of granitic composition)
are found in the southwestern extent of the structural province, extending from
southwest Quebec into eastern Ontario.
Local
Mineralization
The
Property hosts at least 21 historical uranium showings, where syngenetic uranium
mineralization is found in metamorphic pegmatites and granites. Some of these
major mineral showings are comprised of a collection of smaller individual
uranium occurrences.
As a
general rule, syngenetic uranium deposits form as the result of high temperature
igneous and/or metamorphic differentiation caused by the exclusion of uranium
(and other radioactive elements) from the crystal structure of most rock-forming
minerals. This type of uranium deposit is confined to high-grade metamorphic
terrains, typically occurring within Achaean to early Proterozoic aged basement
granite gneiss complexes. Deposits are normally associated with major regional
scale structural faults and/or structures related to the emplacement of
deep-seated alkaline intrusive bodies. Host rock lithologies are generally
granitic in composition, occurring as intricate dyke-sill complexes, varying in
texture from aplitic to pegmatitic. Ore minerals typically include finely
disseminated crystals of uraninite, uranothorite and allanite, with less common
secondary minerals like, uranophane or pitchblende.
Competition
The
mineral exploration industry, in general, is intensely competitive and even if
commercial quantities of reserves are discovered, a ready market may not exist
for the sale of the reserves.
Most
companies operating in this industry are more established and have greater
resources to engage in the production of mineral claims. We have only recently
acquired or entered into agreements to acquire our mineral claims and our
operations are not well-established.
Our
resources at the present time are limited. We may exhaust all of our resources
and be unable to complete full exploration of the Zama Lake mineral claims or
our other properties. There is also significant competition to retain qualified
personnel to assist in conducting mineral exploration activities. If a
commercially viable deposit is found to exist and we are unable to retain
additional qualified personnel, we may be unable to enter into production and
achieve profitable operations. These factors set forth above could inhibit our
ability to compete with other companies in the industry and entered into
production of the mineral claim if a commercial viable deposit is found to
exist.
Numerous
factors beyond our control may affect the marketability of any substances
discovered. These factors include market fluctuations, the proximity and
capacity of natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting of minerals and environmental
protection. The exact effect of these factors cannot be accurately predicted,
but the combination of these factors may result our not receiving an adequate
return on invested capital.
Compliance
with Government Regulation
The
Metallic Minerals and Industrial Minerals Permits (“Permits”) which comprise the
Zama Lake Property were staked under the terms of the Mines and Minerals Act –
Metallic and Industrial Minerals Tenure Regulation (AR 145/2005). The permits
grants the holder:
(a) the
non-exclusive right to explore for metallic and industrial minerals on the
surface of the location,
(b) the
exclusive right to explore for metallic and industrial minerals in the
subsurface strata within and under the location, and
(c) the
right to remove samples of metallic and industrial minerals from the location
for the purposes of assaying and testing and of metallurgical, mineralogical and
other scientific studies. (AR 145/2005)
The
regulations require that the recorded holder of permits shall perform, or have
performed, exploration and development work (assessment work) on the permits to
a per hectare value of $5 in the first assessment period. A permit assessment
period is two years. In the second and third assessment periods this increases
to $10 per hectare. In the fourth to seventh assessment period this increases to
$15 per hectare. No filing fees are associated with filing assessment work.
These assessment work requirements are calculated from the date of issue of the
current permit.
A permit
may be held for fourteen years and can vary in size from a minimum of 16
hectares to a maximum of 9,216 hectares. Permit boundaries are defined by the
Alberta Township Survey system. Permit locations are therefore defined by a
township, range, section, and legal subdivision. A township is 9,216 hectares in
size while a section is 256 hectares. A legal survey division (“LSD”) is 16
hectares in size. Permits may be grouped for application of assessment work
provided they are contiguous.
The
holder of a permit may after two years apply for a lease provided the first
year’s rent for the
lease is
paid in advance and the Minister of Energy has been provided evidence that a
deposit exists on the location applied for. The lease has a term of fifteen
years and may be extended a further fifteen years upon approval of the Minister
of Energy. The lease permits the holder to hold the ground fee simple without
further assessment work requirements.
Prospecting
for Crown minerals using hand tools is permitted throughout Alberta without a
license, permit, or regulatory approval, as long as there is no surface
disturbance (AR 213, 1998). Prospecting on privately owned land or land under
lease is permitted without any departmental approval, however, the prospector
must obtain consent from the landowner or leaseholder before starting to
prospect. Unoccupied public lands may be explored without restriction, but as a
safety precaution prospectors working in remote areas should inform the local
Sustainable Resource Development (forestry) office of their
location.
When
prospecting, the prospector can use a vehicle on existing roads, trails and cut
line. If the work is on public land, the prospector can live on the land in a
tent, trailer, or other shelter for up to fourteen days. For periods longer than
fourteen days, approval should be obtained from the Land Administration
Division. If the land is privately owned or under lease, the prospector must
make arrangements with the landowner or leaseholder. Exploration approval is not
needed for aerial surveys or ground geophysical and geochemical surveys,
providing they do not disturb the land or vegetation cover.
If
mechanized exploration equipment is to be used and/or the land surface
disturbed, the prospector or company must obtain the appropriate approvals and
permits, as required under the Metallic and Industrial Minerals Exploration
Regulation. Most projects require an Exploration License, Exploration Permit and
Exploration Approval. The following sections describe the criteria and
procedures for each of these.
An
Exploration License must be obtained before a person or company can apply for,
or carry out an exploration program. The license holder is then accountable for
all work done under this exploration program. However, the licensee cannot carry
out any actual exploration activity until the Department of Environmental
Protection issues an Exploration Approval for each program submitted under that
license. A fee of $50 must accompany the license application. The license is
valid throughout Alberta and remains in effect as long as the company is
operating in the province. If a license holder wants to use exploration
equipment, such as a drilling rig, an Exploration Permit must be obtained. A fee
of $50 must accompany the license application. The permit is valid throughout
Alberta and remains in effect as long as the company is operating in the
province.
Approval
must be obtained if an exploration project involves environmental disturbance
such as drilling, trenching, bulk sampling or the cutting of grids that involves
more than limbing trees and removing underbrush. Samples up to 20 kg in size may
be taken for assay and testing purposes, but larger samples must be authorized
by the Department of Energy. The licensee does not need to hold the mineral
rights for an area to apply for an Exploration Approval.
Project
approval is through the Land and Forest Service of Alberta Environmental
Protection. If an application has been completed and the appropriate field staff
has copies of the program,
approval
can usually be obtained in about ten working days. Each application for
exploration approval must be accompanied by a fee of $100. After receiving
exploration approval, the prospector or exploration company may conduct the
approved activity. However, if they modify their program, the designated field
officer must be contacted to review and approve the changes. A final report must
be submitted to Land and Forest Service of Alberta Environmental Protection
within sixty days following completion of the exploration program. The report
must show the actual fieldwork, and include a map showing the location of
drilling, test pits, excavations, constructed roads, existing trails utilized
and all other land disturbances.
Competition
and Market for Our Products and Services
The
mineral exploration industry, in general, is intensely competitive and even if
commercial quantities of reserves are discovered, a ready market may not exist
for the sale of the reserves.
Most
companies operating in this industry are more established and have greater
resources to engage in the production of mineral claims. We have only
recently acquired or entered into agreements to acquire our mineral claims and
our operations are not well-established. Our resources at the present
time are limited. We may exhaust all of our resources and be unable
to complete full exploration of the Zama Lake mineral claims or our other
properties. There is also significant competition to retain qualified
personnel to assist in conducting mineral exploration
activities. If a commercially viable deposit is found to exist
and we are unable to retain additional qualified personnel, we may be unable to
enter into production and achieve profitable operations. These
factors set forth above could inhibit our ability to compete with other
companies in the industry and entered into production of the mineral claim if a
commercial viable deposit is found to exist.
Numerous
factors beyond our control may affect the marketability of any substances
discovered. These factors include market fluctuations, the proximity
and capacity of natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting of minerals and environmental
protection. The exact effect of these factors cannot be accurately
predicted, but the combination of these factors may result our not receiving an
adequate return on invested capital.
Employees
We have
no employees as of the date of this prospectus. We conduct our business largely
through agreements with consultants and other independent third party
vendors.
Research
and Development Expenditures
We have
not incurred any research or development expenditures since our
incorporation.
Subsidiaries
We have
neither formed, nor purchased any subsidiaries since our
incorporation.
Patents
and Trademarks
We do not
own, either legally or beneficially, any patent or trademark.
A smaller
reporting company is not required to provide the information required by this
Item.
Item 1B. Unresolved Staff Comments
A smaller
reporting company is not required to provide the information required by this
Item.
Zama Lake
Property
The
property is located in the Bistcho Lake Area of northern Alberta within the
Municipal District of Mackenzie No. 23, approximately 700 km (435 miles) north
northwest of Edmonton (Figure 1). The property lies on the southern margin of
the Cameron Hills in N.T.S. 84M and is centered on 57° 28' N 127° 22' W. The
nearest supply point to the project is the town of High Level, which is 130 km
to the southeast.
The ten
permits which make up the property, are shown on Figure 2.
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.
Mont Laurier
properties
Ivany
Mining owns a 100% interest in a large group of claims situated in the area of
Mont Laurier, Quebec, the property is located less than 200
kilometers northwest of Montreal.
Our
Executive Offices
Our
principal executive offices are located at 8720 A Rue Du Frost, St. Leonard,
Quebec, Canada, H1P 2Z5. Our mailing address is the same. Our telephone number
is 514-325-4567. Our offices are provided at no cost.
We are
not currently a party to any legal proceedings. 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.
Our agent
for service of process in Delaware is Corporation Service Company, 2711
Centerville Rd., Suite 400, Wilmington, DE 19808.
No
matters were submitted to a vote of the Company's shareholders during the fiscal
year ended June 30, 2009.
PART II
Item 5. Market for Registrant’s Common
Equity and Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market
Information
Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network that provides information
on current "bids" and "asks", as well as volume information. Our shares are
quoted on the OTCBB under the symbol “IVNM.OB.”
The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the OTCBB. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.
Fiscal
Year Ended June 30, 2009
|
||||
Quarter
Ended
|
High
$
|
Low
$
|
||
September
30, 2008
|
0.91
|
0.19
|
||
December
31, 2008
|
0.08
|
0.02
|
||
March
31, 2009
|
0.19
|
0.05
|
||
June
30, 2009
|
0.25
|
0.12
|
Fiscal
Year Ending June 30, 2008
|
||||
Quarter
Ended
|
High
$
|
Low
$
|
||
September
30, 2007
|
1.50
|
0.75
|
||
December
31, 2007
|
0.75
|
0.65
|
||
March
31, 2008
|
0.81
|
0.65
|
||
June
30, 2008
|
1.25
|
0.65
|
On
September 21, 2009, the last sales price per share of our common stock was
$0.35.
Penny
Stock
The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other
requirements of the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement showing the market value of each
penny stock held in the customer's account.
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.
These
disclosure requirements may have the effect of reducing the trading activity for
our common stock. Therefore, stockholders may have difficulty selling our
securities.
As of
November 10, we had 37,031,877 shares of our common stock issued and
outstanding, held by 103 shareholders of record, as well as other stockholders
who hold shares in street name.
Dividends
There are
no restrictions in our articles of incorporation or bylaws that restrict us from
declaring dividends. The Delaware General Corporation Law (the “DGCL”) provides
that a corporation may pay dividends out of surplus, out the corporation's net
profits for the preceding fiscal year, or both provided that there remains in
the stated capital account an amount equal to the par value represented by all
shares of the corporation's stock raving a distribution preference.
We have
not declared any dividends, and we do not plan to declare any dividends in the
foreseeable future.
Securities
Authorized for Issuance under Equity Compensation Plans
On
October 18, 2007, our Board of Directors approved the adoption of the 2007 Stock
Option Plan of Ivany Mining, Inc. (the “Plan”). On July 24, 2008, we
filed a Registration Statement on Form S-8 to register with the Securities and
Exchange Commission (the “Commission”) 5,000,000 shares of our common stock, par
value $0.001 per share, which may be issued by us upon the exercise of options
granted, or other awards made, pursuant to the terms of the Plan. A
copy of the Plan was filed as an exhibit with the Form S-8 on July 24, 2008.
Options to purchase total of 2,500,000 shares have been granted under the plan;
a total of 2,500,000 shares therefore remain authorized but not yet awarded
under the Plan.
Recent
Sales of Unregistered Securities
On July
10, 2009, we closed a private offering of Units sold at a price of $0.05 per
Unit. Each Unit consists of one share of common stock, par value
$0.001, and one warrant to purchase one share of common stock at a price of
$0.10, exercisable for three (3) years. A total of 11,180,000 Units
were sold to a total of ten (10) purchasers, resulting in total proceeds to the
Company of $559,000 for the Units sold. The Units were offered
exclusively to accredited investors and the offering and sale of the Units was
exempt from registration under Rule 506 of Regulation D.
Item 6. Selected Financial Data
A smaller
reporting company is not required to provide the information required by this
Item.
Item 7. 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.
Strategic
Plan
Our
immediate business plan is to proceed with the exploration of the Zama Lake
mineral claims to determine whether there are commercially exploitable reserves
of lead, zinc or other metals. We intend to proceed with the initial
exploration program as recommended by our consulting geologist and by the
Agreement under which we have acquired the property. The recommended geological
program will cost a total of approximately $1,400,000.
The
budget for our planned exploration activities on the Zama lake claims is as
follows:
Phase
I
Well Log Data Compilation | $ 25,000 | |
Heavy Mineral Sampling | $ 25,000 | |
Laboratory & Isotopic Analysis | $ 35,000 | |
Ground Geophysics (IP, EM and Mag) | $ 265,000 | |
Project Management and Reporting | $ 50,000 | |
Phase I Total = | $400,000 | $ 400,000 |
Phase II
Ground Geophysics (IP, EM and Mag) | $ 200,000 | |
Diamond Drilling (3000 m.) | $ 750,000 | |
Project Management and Reporting | $ 50,000 | |
Sub-total= | $1,000,000 | $1,000,000 |
Project Total= | $1,400,000 |
In
addition to exploration of the Zama Lake claims, we plan engage in initial
surveying and sampling on our Quebec properties at a projected cost of
$1,052,000.
The
budget for our planned exploration activities on the Temiscamingue property is
as follows:
Phase
One
Till sampling and analysis | CDN$ | 30 000 |
Laboratory analysis for multi-element samples | CDN$ | 50 000 |
Use of heavy machinery, clearing, and connection to paths | CDN$ | 15 000 |
Miscellaneous, supervisory, and overhead | CDN$ | 30 000 |
TOTAL PHASE ONE RECOMMENDATION: | CDN$ | 265 000 |
Phase
Two
The
second phase consists of geophysical ground survey, stripping, channel sampling,
and analysis.
Followed by a drilling campaign. | CDN$ | 335 000 |
TOTAL COST FOR PHASE TWO: | CDN$ | 335 000 |
TOTAL COST FOR BOTH PHASES: | CDN$ | 670 000 |
The
budget for our planned exploration activities on the Mount Laurier properties is
as follows:
Phase
One
The
forecasted cost for 68 square kilometers is
|
CDN$ | 90 000 |
Heavy machinery, ground clearing | CDN$ | 30 000 |
Sampling | CDN$ | 20 000 |
Laboratories, analysis | CDN$ | 12 000 |
Project Management | CND$ | 25 000 |
TOTAL COST FOR PHASE ONE : | CDN$ | 177 000 |
Phase
Two
Diamond drilling (1000
meters) CDN$ 275 000
Total
cost for both
phases: CDN$ 452,000
Our
immediate business plan is to proceed with the exploration of the Zama Lake
mineral claims to determine whether there are commercially exploitable reserves
of lead, zinc or other metals. We have commenced our initial exploration program
as recommended by our consulting geologist and as required by the Agreement
under which we have acquired the property. Most recently, we
have completed an airborne survey of four townships within the
property. We are currently analyzing the results of this survey for
the purpose of identifying target areas for follow-up exploration. The costs
incurred to date have satisfied the 2008 exploration expenditure obligations
imposed by the Agreement under which we acquired the property. The
complete recommended geological program for the Zama Lake mineral claims will
cost a total of approximately $1,400,000.
Our plan
of operations for the current fiscal year is to continue the recommended
exploration program on the Zama Lake property. In order to
fully complete our planned exploration programs, however, we may need to raise
additional capital. We anticipate that additional funding will be required in
the form of equity financing from the sale of our common stock. We cannot
provide investors with any assurance, however, that we will be able to raise
sufficient funding from the sale of our common stock if and when needed to fund
expenses. We believe that outside debt financing will not be an alternative for
funding exploration programs. The risky nature of this enterprise and lack of
tangible assets other than our mineral claims places debt financing beyond the
credit-worthiness required by most banks or typical investors of corporate debt
until such time as economically viable mines can be demonstrated.
Potential
Diversification
Over the
course of the current fiscal year, we may also seek 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. When and if we are have identified and acquired assets and/or
operations in this sector, we will make appropriate additional
disclosures.
We do not
have plans to purchase any significant equipment or change the number of our
employees during the next twelve months.
Results
of Operations for the years ended June 30, 2009 and 2008
We have
not earned any revenues since the inception of our current business
operations. 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.
We
incurred operating expenses and net losses in the amount of $520,690 for the
year ended June 30, 2009, compared to $2,631,422 for the year ended June 30,
2008. We have incurred total operating expenses and net losses of
$9,550,016 from inception through June 30, 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. The increase will be
attributable to continuing with the geological exploration programs for our
several mineral claims.
Liquidity
and Capital Resources
As of
June 30, 2009, we had cash in the amount of $455,263 and working capital of
$354,627. We have not attained profitable operations and will continue to be
dependent upon obtaining equity financing to pursue significant exploration
activities on an ongoing basis. For these reasons, our auditors
stated in their report that they have substantial doubt we will be able to
continue as a going concern.
We do not
anticipate earning revenues until such time that we exercise our option entered
into commercial production of our mineral 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 our mineral
properties, or if such resources are discovered, that we will enter into
commercial production.
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 approximately $9,550,016 since our inception 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.
Purchase
or Sale of Equipment
We do not
expect to purchase or sell any plant or significant equipment.
Personnel
Mr. Derek
Ivany, our President and Director, and Mr. Victor Cantore, our Chief Financial
Officer and Director, are currently each working approximately 10 to 20 hours
per week to meet our needs, together with additional assistance from our Vice
President and Director, Sam Nguyen. As demand requires, Mr. Ivany,
Mr. Cantore, and Mr. Nguyen will devote additional time. We currently
have no other employees. We do not expect to increase our number of
employees during the next twelve months.
Research
and Development
We will
not be conducting any product research or development during the next 12
months.
Off
Balance Sheet Arrangements
As June
30, 2009, there were no off balance sheet arrangements.
Item 7A. Quantitative and Qualitative
Disclosures about Market Risk
A smaller
reporting company is not required to provide the information required by this
Item.
Item 8. Financial Statements and Supplementary
Data
See the
financial statements annexed to this annual report.
Item 9. Changes In and Disagreements with
Accountants on Accounting and Financial
Disclosure
None
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive
officer and chief financial officer carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures as of June 30, 2009. Based on their evaluation, they concluded that
our disclosure controls and procedures were ineffective.
Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and chief financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in
reasonable
detail accurately and fairly reflect the transactions and dispositions of our
assets; provide reasonable assurance that transactions are recorded as necessary
to permit preparation of our financial statements in accordance with generally
accepted accounting principles, and that our receipts and expenditures are being
made only in accordance with the authorization of our board of directors and
management; and provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on our financial statements.
Under the supervision and with the participation of our management, including our chief executive officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation under the criteria established in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting were not effective as of June 30, 2009.
Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None
PART III
Item 10. Directors, Executive Officers and Corporate
Governance
Our
executive officers and directors and their respective ages as of November 10,
2009 are as follows:
Name
|
Age
|
Position(s)
and Office(s) Held
|
Derek
Ivany
|
26
|
President,
Chief Executive Officer, and Director
|
Victor
Cantore
|
42
|
Director,
Chief Financial Officer
|
Sam
Nguyen
|
39
|
Vice-president,
Director
|
Set forth
below is a brief description of the background and business experience of each
of our current executive officers and directors.
Derek Ivany. Mr.
Ivany was appointed to our board of directors on September 15, 2005 and was
appointed as our Chief Executive Officer and Chief Financial Officer on November
29, 2005. Mr. Ivany’s business experience has been focused in the
area of technical services. Since March 2000, Mr. Ivany has acted as a
consultant in the technical services area to TransEuro Energy Corp. In September
2004, Mr. Ivany co-founded Indochina Securities Inc. Mr. Ivany was formerly a
director of two public companies in Canada, Star Uranium Corp. and Hi Ho Silver
Resources.
Victor Cantore. Mr.
Cantore became our President, Secretary and sole director on November 14, 2001
and served as our Chief Executive Officer and Chief Financial Officer until
November 29, 2005. From 1999 to 2001, Mr. Cantore operated his
own venture capital fund, Cantore Capital. From June 1992 to April
1999, he was an investment advisor with RBC Dominion Securities and Tasse &
Associates.
Sam Nguyen. On
June 16, 2009, the board of directors appointed Sam Nguyen to serve as the Vice
President of the corporation and a member of the board of directors. Sam Nguyen
also serves as the Asia Pacific Advisor for Ivany Mining. Mr. Nguyen
is currently the Chairman of Sana Company Ltd. His career focus has
been in the area of Corporate Finance. He has funded large scale oil and gas
projects as well as infrastructure projects for various governments in the Asia
Pacific region. Mr. Nguyen has worked with the Vietnamese government
for the last 14 years advising on and funding various projects including
power-plants, oil & gas refineries, mineral exploration properties and
real-estate development. He has advised and worked with major corporations in
Asia including Heritage Investments and Carlye Coutts Group.
Directors
Our
bylaws authorize no less than one (1) director. We currently
have three Directors.
Term
of Office
Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
Family
Relationships
There are
no family relationships between or among the directors, executive officers or
persons nominated or chosen by us to become directors or executive
officers.
Involvement
in Certain Legal Proceedings
To the
best of our knowledge, during the past five years, none of the
following occurred with respect to a
present or former director, executive officer, or employee: (1) any
bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either
at the time of the bankruptcy or within two
years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a
pending criminal
proceeding (excluding traffic violations and
other minor offenses); (3) being subject to any order,
judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his or her
involvement in any type of business, securities or banking
activities; and (4) being found
by a court of competent jurisdiction (in a civil
action), the SEC or the
Commodities Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.
Audit
Committee
We do not
have a separately-designated standing audit committee. The entire
board of directors performs the functions of an audit committee, but no written
charter governs the actions of the board of directors when performing the
functions of that would generally be performed by an audit committee. The board
of directors approves the selection of our independent accountants and meets and
interacts with the independent accountants to discuss issues related to
financial reporting. In addition, the board of directors reviews the scope and
results of the audit with the independent accountants, reviews with management
and the independent accountants our annual operating results, considers the
adequacy of our internal accounting procedures and considers other auditing and
accounting matters including fees to be paid to the independent auditor and the
performance of the independent auditor.
We do not
have an audit committee financial expert because of the size of our
company and our board of directors at this time. We believe that we
do not require an audit committee financial expert at this time because we
retain outside consultants who possess these attributes.
For the
fiscal year ending June 30, 2009, the board of directors:
1.
|
Reviewed
and discussed the audited financial statements with management,
and
|
2.
|
Reviewed
and discussed the written disclosures and the letter from our independent
auditors on the matters relating to the auditor's
independence.
|
Based
upon the board of directors’ review and discussion of the matters above, the
board of directors authorized inclusion of the audited financial statements for
the year ended June 30, 2009 to be included in this Annual Report on Form 10-K
and filed with the Securities and Exchange Commission.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires our directors and executive officers and
persons who beneficially own more than ten percent of a registered class of the
Company’s equity securities to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company. Officers, directors and greater than ten percent
beneficial shareholders are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file. To the best of our
knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments
thereof) received by us during or with respect to the year ended June 30, 2009,
the following persons have failed to file, on a timely basis, the identified
reports required by Section 16(a) of the Exchange Act during fiscal year ended
June 30, 2009:
Name
and principal position
|
Number
of
late
reports
|
Transactions
not
timely
reported
|
Known
failures to
file
a required form
|
Derek
Ivany
|
0
|
0
|
0
|
Victor
Cantore
|
0
|
0
|
0
|
Sam
Nguyen
|
0
|
0
|
0
|
Code
of Ethics
As of
June 30, 2009, we had not adopted a Code of Ethics for Financial Executives,
which would include our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions.
Item 11. Executive Compensation
Compensation
Discussion and Analysis
We have
not entered into any employment agreement or consulting agreement with our
executive officers. There are no arrangements or plans in which we
provide pension, retirement or similar benefits for executive
officers. Our executive officers may receive stock options at the
discretion of our board of directors in the future, either through our 2007
Stock Option Plan or otherwise at the discretion of our board of
directors. On June 26, 2008, under the terms of the 2007 Stock Option
Plan, we awarded each of our directors options to purchase 1,000,000 shares
of our
common stock. In addition, we awarded Mr. Nguyen (who was at that
time a key employee but not yet an executive officer or director) options to
purchase 500,000 shares of our common stock. As currently adjusted, the exercise
price of these options is $0.10 per share. These options vested
immediately and are exercisable for a period of two years. The award
of these options was designed to provide an incentive to our officers to
increase the over-all value of our company. The immediate vesting of
the options, combined with the two-year exercise period, was intended to provide
a balance of incentives for our officers by providing the potential for net
value to the officers upon an immediate increase in the value of the company,
while also allowing an opportunity for the officers to earn greater value by way
of a larger and sustained increase in the value of the company over
time.
Although
we do not currently pay our officer cash compensation, we reserve the right to
provide such compensation at some time in the future. Our decision to
compensate officers depends on the availability of our cash resources with
respect to the need for cash to further our business purposes.
Summary
Compensation Table
The table
below summarizes all compensation awarded to, earned by, or paid to each named
executive officer for our last two completed fiscal years for all services
rendered to us.
SUMMARY
COMPENSATION TABLE
|
||||||||||
Name
and
principal
position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Derek
Ivany, president, CEO, and director
|
2008
2009
|
0
0
|
0
0
|
0
0
|
49,188
0
|
0
0
|
0
0
|
0
0
|
49,188
0
|
|
Victor
Cantore, CFO and director
|
2008
2009
|
0
0
|
0
0
|
0
0
|
49,188
0
|
0
0
|
0
0
|
0
0
|
49,188
0
|
|
Sam
Nguyen, V.P. and director
|
2008
2009
|
0
0
|
0
0
|
0
0
|
22,769
0
|
0
0
|
0
0
|
0
0
|
22,769
0
|
The
options issued to executive officers were valued using the Black Scholes model
under the following assumptions: stock price at valuation, $0.05;
strike price, $0.05; risk free rate 1.3%, 2 year term for Derek Ivany’s and
Victor Cantore’s options and a 1 year term for Sam Nguyen’s options; and
volatility of 339.29%.
Narrative
Disclosure to the Summary Compensation Table
We do not
pay any compensation to our directors at this time. However, we reserve the
right to compensate our directors in the future with cash, stock, options, or
some combination of the above.
We have
not reimbursed our directors for expenses incurred in connection with attending
board meetings nor have we paid any directors fees or other cash compensation
for services rendered as a director in the period ended June 30,
2009.
We have
no formal plan for compensating our directors for their services in their
capacity as directors. In the future we may grant options to our
directors to purchase shares of common stock as determined by our Board of
Directors or a compensation committee that may be established. Thus
far, the only compensation paid to our officers and directors has been the
options grants discussed above. Directors are entitled to
reimbursement for reasonable travel and other out-of-pocket expenses incurred in
connection with attendance at meetings of our board of directors. The
board of directors may award special remuneration to any director undertaking
any special services on behalf of Ivany Mining other than services ordinarily
required of a director. No director received and/or accrued any
compensation for his or her services as a director, including committee
participation and/or special assignments
Outstanding
Equity Awards At Fiscal Year-end Table
The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer outstanding as of the end
of our last completed fiscal year.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#)
|
Derek
Ivany
|
1,000,000
|
0
|
0
|
0.10
|
6.28.10
|
0
|
0
|
0
|
0
|
Victor
Cantore
|
1,000,000
|
0
|
0
|
0.10
|
6.28.10
|
0
|
0
|
0
|
0
|
Sam
Nguyen
|
400,000
|
0
|
0
|
0.10
|
6.28.10
|
0
|
0
|
0
|
0
|
Compensation
of Directors Table
The table
below summarizes all compensation paid to our directors for our last completed
fiscal year.
DIRECTOR
COMPENSATION
|
|||||||
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Derek
Ivany
|
0
|
0
|
49,188
|
0
|
0
|
0
|
49,188
|
Victor Cantore | 0 | 0 | 49,188 | 0 | 0 | 0 | 49,188 |
Sam
Nguyen
|
0
|
0
|
22,769
|
0
|
0
|
0
|
22,769
|
The
options issued to directors were valued using the Black Sholes model under the
following assumptions: stock price at valuation, $0.05; strike price,
$0.05; risk free rate 1.3%, 2 year term for Derek Ivany’s and Victor Cantore’s
options and a 1 year term for Sam Nguyen’s options; and volatility of
339.29%.
Narrative
Disclosure to the Director Compensation Table
Our
directors do not currently receive any compensation from the Company for their
service as members of the Board of Directors of the Company. The
figures above reflect compensation received in their capacities as employees
and/or named executive officers.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth, as of November 10, 2009, the beneficial ownership of
our common stock by each executive officer and director, by each person known by
us to beneficially own more than 5% of the our common stock and by the executive
officers and directors as a group. Except as otherwise indicated, all shares are
owned directly and the percentage shown is based on 37,031,877 shares of common
stock issued and outstanding on November 10, 2009.
Title of class
|
Name
and address
of beneficial owner
|
Amount
of
beneficial ownership
|
Percent
of class*
|
Common
|
Derek
Ivany
16
Spears St.
Toronto
Ontario M6N 3X7
Canada
|
11,166,000(1)
|
30.15%
|
Common
|
Victor
Cantore
8720
Rue Du Frost
St.
Leonard, Quebec H1P 2Z5
Canada
|
8,105,251(2)
|
21.89
%
|
Common
|
Sam
Nguyen
50
Noble St.
Markham,
Ontario L3R 8G1
Canada
|
440,000(3)
|
1.19%
|
Common
|
Total
all executive officers and directors
|
19,711,251
|
53.23%
|
Common
|
5%
Shareholders
|
||
Common
|
Firebird
Global Master Fund, Ltd.
c/o
Trident Trust Company (Cayman) Limited
1
Capital Place, P.O. Box 847
Grand
Cayman, Cayman Islands
FGS
Advisors, LLC, Investment Manager
|
20,000,000(4)
|
54.01%
|
Common
|
Anna
Giglio
8720
Rue Du Frost
St.
Leonard, Quebec H1P 2Z5
Canada
|
3,100,000
|
8.37%
|
Common
|
Arclight
Capital, LLC
2062
Troon Drive
Henderson,
NV 89074
Andrew
C. Burton, Managing Member
|
6,976,408(5)
|
18.84%
|
Common
|
Spectra
Capital Management, LLC
595
Madison Avenue, 37th
Floor
New
York, NY 10022
Gregory
I. Porges, Managing Member
Andrew
C. Burton, Manager
|
6,953,168(6)
|
18.78%
|
(1) Included
in the calculation of beneficial ownership for Mr. Ivany are options to purchase
1,000,000 shares at a purchase price of $0.10 per share. These
options are immediately exercisable and expire on June 26, 2010.
(2) Included
in the calculation of the beneficial ownership for Mr. Cantore are options to
purchase 1,000,000 shares at a purchase price of $0.10 per
share. These options are immediately exercisable and expire on June
26, 2010. In addition, Mr. Cantore holds 1,000 stock options to
purchase 1,000 shares of common stock at an exercise price of
$90.00. These options are immediately exercisable and expire on
February 28, 2011. Mr. Cantore also holds 250 stock options to
purchase 250 shares of common stock at an exercise price of
$1,000.00. These options are immediately exercisable and expire on
February 28, 2010.
(3) Included
in the calculation of the beneficial ownership for Mr. Nguyen are options to
purchase 400,000 shares at a purchase price of $0.10 per share. These
options are immediately exercisable and expire on June 26, 2010. In
addition, Mr. Nguyen holds warrants to purchase 20,000 shares at a purchase
price of $0.10 per share. These options are immediately exercisable
and expire on July 10, 2012.
(4) Included
in the calculation of beneficial ownership for Firebird Global Master Fund, Ltd.
are warrants to purchase 10,000,000 shares at a purchase price of $0.10 per
share. These warrants are immediately exercisable and expire on July
10, 2012. FGS Advisors, LLC (“FGS”) serves and the Investment Manager
of Firebird Global Master Fund, Ltd. (“Firebird”) and controls the investment
and trading activities of Firebird. James Passin and Harvery Sawikin
are managers and controlling principals of FGS. In their respective
capacities, FGS, Mr. Passin, and Mr. Sawikin exercise voting and investment
power with respect to the securities held by Firebird.
(5) Included
in the calculation of beneficial ownership for Arclight Capital, LLC are
warrants to purchase 5,000,000 shares at a purchase price of $0.10 per
share. These warrants are immediately exercisable and expire on July
10, 2012. Andrew C. Burton is the Managing Member of Arclight
Capital, LLC (“Arclight”). In his capacity as Managing Member of
Arclight, Mr. Burton exercises voting and investment power with respect to the
securities held by Arclight
(6) Included
in the calculation of beneficial ownership for Spectra Capital Management, LLC
are warrants to purchase 5,000,000 shares at a purchase price of $0.10 per
share. These warrants are immediately exercisable and expire on July
10, 2012. Gregory I. Porges is the Managing Member of Spectra Capital
Management, LLC (“Spectra”). Andrew C. Burton is the Manager of
Spectra. In their capacities as the Managing Member and Manager,
respectively, of Spectra, Mr. Porges and Mr. Burton exercise voting and
investment power with respect to the securities held by Spectra.
*The
percentages shown reflect immediately exercisable options and warrants held by
the named shareholders, as well as the current issued and outstanding common
stock held by these shareholders, divided by the total number of actual shares
currently issued and outstanding.
As used
in this table, "beneficial ownership" means the sole or shared power to vote, or
to direct the voting of, a security, or the sole or shared investment power with
respect to a security (i.e., the power to dispose of, or to direct the
disposition of, a security). In addition, for purposes of this table, a person
is deemed, as of any date, to have "beneficial ownership" of any security that
such person has the right to acquire within 60 days after such
date.
The
persons named above have full voting and investment power with respect to the
shares indicated. Under the rules of the Securities and Exchange
Commission, a person (or group of persons) is deemed to be a "beneficial owner"
of a security if he or she, directly or indirectly, has or shares the power to
vote or to direct the voting of such security, or the power to dispose of or to
direct the disposition of such security. Accordingly, more than one
person may be deemed to be a beneficial owner of the same security. A person is
also deemed to be a beneficial owner of any security, which that person has the
right to acquire within 60 days, such as options or warrants to purchase our
common stock.
Disclosure
of Commission Position of Indemnification for Securities Act
Liabilities
In
accordance with the provisions in our articles of incorporation, we will
indemnify an officer, director, or former officer or director, to the full
extent permitted by law.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the
"Act") may
be
permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by a director, officer or
controlling person of us in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
Item 13. Certain Relationships and Related
Transactions, and Director Independence
Except as
set forth below, none of our directors or executive officers, nor any proposed
nominee for election as a director, nor any person who beneficially owns,
directly or indirectly, shares carrying more than 5% of the voting rights
attached to all of our outstanding shares, nor any members of the immediate
family (including spouse, parents, children, siblings, and in-laws) of any of
the foregoing persons has any material interest, direct or indirect, in any
transaction since our incorporation or in any presently proposed transaction
which, in either case, has or will materially affect us:
1. On
September 10, 2007, we entered into a Mining Claims Purchase Agreement (the
“Purchase Agreement”) with Derek Ivany, Victor Cantore, and Anna
Giglio. Under the terms of the Purchase Agreement, Mr. Ivany, Mr.
Cantore, and Ms. Giglio each transferred to us certain mining claims owned by
them and located in the province of Quebec, Canada. The mining
claims acquired under the Purchase Agreement cover a total of approximately
10,475 hectares and comprise the Mont Laurier and Temiscamingue properties
discussed above
In exchange for the mining claims
transferred to us under the Purchase Agreement, Mr. Ivany, Mr. Cantore, and Ms.
Giglio were issued a total of 20,000,000 shares of common stock as
follows:
Derek
Ivany 10,000,000
shares
Victor
Cantore 7,000,000
shares
Anna
Giglio
3,000,000 shares
2. On
September 11, 2007, we entered into a Letter of Intent Purchase Agreement (the
“Purchase Agreement”) with Star Uranium Corp. (“Star Uranium”). Under
the terms of the Purchase Agreement, Star Uranium has agreed to transfer to us
ten mining claims located in the Zama Lake area of northern Alberta,
Canada. Under the Purchase Agreement, we must pay Star Uranium a
purchase price of $100,000CDN on or before October 31, 2007. Also, we
will be required to deliver to Star Uranium 150,000 shares of our common stock
as additional consideration for the purchased mining claims. The
mining claims transferred under the Purchase Agreement cover a total of
approximately 92,160 hectares.
Under the
Purchase Agreement, we have also agreed to invest certain minimum amounts in the
development of the mineral properties. Subject to any negotiated
adjustments which may be made by the parties based on future geological
evaluation, we are required to spend a minimum of $400,000CDN toward exploration
of the properties before May 16, 2008 and an additional $1,000,000CDN toward
exploration and development before May 16, 2010.
Star
Uranium has retained a 2% smelter royalty on the properties and has retained all
diamond rights. We have the option to buy-down the retained net
smelter royalty to 1% by making an additional payment of $1,000,000CDN to Star
Uranium at any time. The Purchase Agreement, which is in the form of a short
Letter of Intent, may be replaced by a more formal agreement if deemed necessary
by the parties.
Derek
Ivany, who is our President and CEO and a member of our board of directors, was
also, at the time of the agreement, Vice-President of Business Development and a
member of the board of directors for Star Uranium Corp.
3. On
September 12, 2007, we entered into an Alberta Mining Claims Purchase Agreement
(the “Purchase Agreement”) with Derek Ivany and Royal Atlantis Group, Inc.
(“Royal Atlantis”). Under the terms of the Purchase Agreement, Mr.
Ivany and Royal Atlantis have transferred to us a total of six mining claims
located in the province of Alberta, Canada.
In
exchange for the mining claims transferred to us under the Purchase Agreement,
we are required to pay a total of $20,000 ($10,000 each) to Mr. Ivany and Royal
Atlantis on or before November 15, 2007.
Item 14. Principal Accounting Fees and
Services
Below is
the table of Audit Fees (amounts in US$) billed by our auditor in connection
with the audit of the Company’s annual financial statements for the years
ended:
Financial
Statements for the Year Ended June 30
|
Audit
Services
|
Audit
Related Fees
|
Tax
Fees
|
Other
Fees
|
2009
|
$19,500
|
$0
|
$0
|
$0
|
2008
|
$6,375
|
$0
|
$0
|
$0
|
PART IV
Item 15. Exhibits, Financial Statements
Schedules
Index to
Financial Statements Required by Article 8 of Regulation S-X:
Audited
Financial Statements:
|
|
F-1
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Consolid Balance
Sheets as of June 30, 2009 and 2008
|
F-3
|
Statements
of Operations for the years ended June 30, 2009 and 2008 and period from
inception to June 30, 2008
|
F-4
|
Statement
of Stockholders’ Equity for period from inception to June 30,
2009
|
F-5
|
Statements
of Cash Flows for the years ended June 30, 2009 and 2008 and period from
inception to June 30, 2009
|
F-6
|
Notes
to Financial Statements
|
Exhibit
Number
|
Description
|
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 Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Ivany
Mining, Inc.
By:
|
/s/Derek
Ivany
|
Derek
Ivany
President,
Chief Executive Officer,
and
Director
|
|
November
10, 2009
|
In accordance with Section 13 or 15(d)
of the Exchange Act, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated:
By:
|
/s/Derek
Ivany
|
Derek
Ivany
President,
Chief Executive Officer,
and
Director
|
|
November
10, 2009
|
By:
|
/s/Victor
Cantore
|
Victor
Cantore, Chief Financial Officer,
Principal
Accounting Officer,
and
Director
|
|
November
10, 2009
|
By:
|
/s/Sam
Nguyen
|
Sam
Nguyen, Vice President
and
Director
|
|
November
10, 2009
|
Maddox
Ungar Silberstein, PLLC CPAs and Business
Advisors
Phone
(248) 203-0080
Fax
(248) 281-0940
30600
Telegraph Road, Suite 2175
Bingham
Farms, MI 48025-4586
www.maddoxungar.com
To
the Board of Directors of
Ivany
Mining, Inc.
St.
Leonard, Quebec, Canada
We
have audited the accompanying balance sheets of Ivany Mining, Inc. as of June
30, 2009 and 2008, and the related statements of operations, stockholders’
equity, and cash flows for the years then ended and for the period from
inception through June 30, 2009. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The
Company has determined that it is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.
Our audits included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Ivany Mining, Inc. as of June 30,
2009 and 2008, and the results of its operations and cash flows for the periods
then ended and for the period from inception through June 30, 2009, in
conformity with accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not received revenue from sales of products or
services, and has incurred losses from operations. These factors raise
substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans with regard to these matters are described in Note 1. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/
Maddox Ungar Silberstein, PLLC
Maddox
Ungar Silberstein, PLLC
Bingham
Farms, Michigan
November
11, 2009
IVANY MINING,
INC.
(An Exploration Stage Company)
Balance SheetsASSETS | |||||||
June 30, | June 30, | ||||||
2009 | 2008 | ||||||
CURRENT ASSETS | |||||||
Cash | $ | 455,263 | $ | 102,983 | |||
Total Current Assets | 455,263 | 102,983 | |||||
EQUIPMENT, net | 3,286 | 5,306 | |||||
OTHER ASSETS | |||||||
Mineral properties | - | - | |||||
Total Other Assets | - | - | |||||
TOTAL ASSETS |
$
|
458,549 | $ | 108,289 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
CURRENT LIABILITIES | |||||||
Accounts payable | $ | 53,653 | $ | 17,686 | |||
Loans due to shareholders | 46,983 | - | |||||
Total Current Liabilities | 100,636 | 17,686 | |||||
STOCKHOLDERS' EQUITY | |||||||
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, 36,431,877, and 25,451,877 shares | |||||||
issued and outstanding respectively | 36,052 | 25,452 | |||||
Additional paid-in capital | 9,871,877 | 9,094,477 | |||||
Stock subscription receivable | (19,000) | - | |||||
Deficit accumulated during the exploration stage | (9,555,016) | (9,029,326) | |||||
Total Stockholders' Equity | 357,913 | 90,603 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$
|
458,549 | $ | 108,289 | |||
The
accompanying notes are an integral part of these financial
statements.
F-2
IVANY MINING,
INC.
(An Exploration Stage Company)
Statements of Operations
From Inception | |||||||||||
For the Year Ended | Through | ||||||||||
June 30, | June 30, | ||||||||||
2009 | 2008 | 2009 | |||||||||
REVENUES | $ | - | $ | - | $ | - | |||||
OPERATING EXPENSES | |||||||||||
Exploration | 31,276 | 139,597 | 170,873 | ||||||||
Professional Fees | 180,314 | 288,575 | 468,889 | ||||||||
General and administrative | 289,927 | 1,674,424 | 1,964,351 | ||||||||
Impairment of mining properties | 17,153 | 528,068 | 545,221 | ||||||||
Depreciation | 2,020 | 758 | 2,778 | ||||||||
Total Operating Expenses | 520,690 | 2,631,422 | 3,152,112 | ||||||||
LOSS FROM OPERATIONS | (520,690) | (2,631,422) | (3,152,112) | ||||||||
INCOME TAX EXPENSE | - | - | - | ||||||||
LOSS FROM CONTINUING OPERATIONS | (520,690) | (2,631,422) | (3,152,112) | ||||||||
DISCONTINUED OPERATIONS | - | - | (6,397,904) | ||||||||
NET LOSS | $ | (520,690) | $ | (2,631,422) | $ | (9,550,016) | |||||
BASIC LOSS PER SHARE | $ | (0.02) | $ | (0.20) | |||||||
WEIGHTED AVERAGE | |||||||||||
NUMBER OF SHARES | |||||||||||
OUTSTANDING | 25,994,069 | 12,848,955 | |||||||||
The
accompanying notes are an integral part of these financial statements.
F-3
IVANY MINING, INC.
(An Exploration Stage
Company)
Statements of
Stockholders'Equity
Deficit
|
|||||||||||||||
Accumulated
|
|||||||||||||||
Additional
|
During
the
|
Total
|
|||||||||||||
Common
Stock
|
Paid-In
|
Exploration
|
Stockholders'
|
||||||||||||
Shares
|
Amount
|
Capital
|
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 issed 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 issed for
|
|||||||||||||||
cash
at $0.05 per share
|
10,380,000 | 10,380 | 508,620 | - | 519,000 | ||||||||||
Shares to be issued | (380,000) | (380) | (18,620) | - | (19,000) | ||||||||||
Net
loss for the year ended
|
|||||||||||||||
June
30, 2009
|
- | - | - | (520,690) | (520,690) | ||||||||||
Balance,
June 30, 2009
|
36,051,877 | $ | 36,052 | $ | 9,871,877 | $ | (9,550,016) | $ | 357,913 | ||||||
The
accompanying notes are an integral part of these financial statements.
F-4
IVANY
MINING, INC.
(An Exploration Stage Company)
Statements
of Cash Flows
From
Inception
|
|||||||||
For
the Year Ended
June 30,
|
Through
June 30,
|
||||||||
2009
|
2008 |
|
2009 | ||||||
OPERATING
ACTIVITIES
|
|||||||||
Net
loss
|
$ |
(520,690)
|
$ |
(2,631,422)
|
|
$ |
(9,550,016)
|
||
Adjustments to
reconcile net loss to net cash
|
|||||||||
used by
operating activities:
|
|||||||||
Discountinued
operations
|
- |
-
|
6,215,341
|
||||||
Value of
options granted
|
- |
1,528,233
|
1,528,233
|
||||||
Common stock
issued for services
|
273,000 |
-
|
273,000
|
||||||
Depreciation
|
2,020 |
758
|
2,778
|
||||||
Impairment of mining properties | 17,153 | 528,068 | 545,221 | ||||||
Changes
in operating assets and liabilities:
|
|||||||||
Change in accounts
payable
|
35,967 |
(15,796)
|
53,653
|
||||||
Net Cash Used in | |||||||||
Operating Activities | (192,550) |
(590,159)
|
(931,790)
|
||||||
INVESTING
ACTIVITIES
|
|||||||||
Purchase of
mineral properties
|
(17,153) |
(429,960)
|
(447,113)
|
||||||
Purchase of
computer equipment
|
- |
(6,064)
|
(6,064)
|
||||||
Net Cash Used in | |||||||||
Investing Activities | (17,153) |
(436,024)
|
(453,177)
|
||||||
FINANCING
ACTIVITIES
|
|||||||||
Proceeds from
common stock
|
515,000 |
1,278,247
|
1,793,247
|
||||||
Repayment of
notes payable
|
- |
(40,247)
|
(40,247)
|
||||||
Proceeds from
notes payable
|
- |
-
|
40,247
|
||||||
Repayment to
shareholder
|
- |
(113,979)
|
(113,979)
|
||||||
Borrowings from
shareholder
|
46,983 |
5,145
|
160,962
|
||||||
Net Cash Provided by | |||||||||
Financing Activities | 561,983 |
1,129,166
|
1,840,230
|
||||||
NET
DECREASE IN CASH
|
352,280
|
102,983
|
|
455,263
|
|||||
CASH AT
BEGINNING OF PERIOD
|
120,304 |
-
|
-
|
||||||
CASH AT
END OF PERIOD
|
$ |
455,263
|
$ |
102,983
|
|
$ |
455,263
|
||
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.
F-5
IVANY
MINING, INC.
(An Exploration Stage Company)
JUNE 30,
2009 and 2008
1. DESCRIPTION OF BUSINESS,
HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
Description of
business – Ivany Mining, Inc. (fka Planet411.com, Inc.), (referred to as
the “Company”) was previously involved in the e-business industry. It provided
end-to-end, e-business solutions to businesses interested in doing e-tailing
(selling of retail goods on the Internet). As of June 30, 2007 the Company
determined to focus on the strategic acquisition and development of uranium,
diamond, base metals, and precious metals properties on a worldwide basis.
Accordingly, it was reclassified as a development stage company and its prior
operations were reclassified to discontinued operations.
History -
Planet411.com Corporation, the Company's predecessor, was incorporated in Nevada
on April 23, 1990, as Investor Club of the United States. The name was changed
to Noble Financing Group Inc. (in 1992), then to Newman Energy Technologies
Incorporated (1998), then World Star Asia, Inc. (1998), Comgen Corp. (1998) and
then to Planet411.com Corporation on February 11, 1999 to reflect its then
current business objectives. Planet411.com Inc. was incorporated on July 13,
1999. Planet411.com Corporation was merged with and into Planet411.com Inc.
(referred to as the “Company”) on October 6, 1999 for the sole purpose of
changing the Company's jurisdiction of incorporation to Delaware. On July 18,
2007, the Company filed a Certificate of Merger with the Secretary of State of
Delaware in order to effectuate a merger whereby the Company (as Planet411.com Inc.)
would merge with its wholly-owned subsidiary, Ivany Mining Inc., as a parent/
subsidiary merger with the Company as the surviving corporation. This merger,
which became effective as of July 18, 2007, was completed pursuant to Section
Title 8, Section 251(c) of the Delaware General Corporation Law. Upon completion
of this merger, the Company's name has been changed to "Ivany Mining Inc." and
the Company's Articles of Incorporation have been amended to reflect this name
change.
Going Concern - The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The Company has incurred cumulative net losses
of approximately $9,550,016 since its inception and requires capital for its
contemplated operational and marketing activities to take place. The company’s
ability to raise additional capital through the future issuances of the common
stock is unknown. The obtainment of additional financing, the successful
development of the Company’s contemplated plan of operations, and its
transition, ultimately, to the attainment of profitable operations are necessary
for the Company to continue operations. The ability to successfully resolve
these factors raise substantial doubt the Company’s ability to continue as a
going concern. The consolidated financial statements of the Company do not
include any adjustments that may result from the outcome of these aforementioned
uncertainties.
Definition of fiscal
year - The Company’s fiscal year end is June 30.
Use of estimates -
The preparation of audited financial statements in conformity with accounting
principles generally accepted in the United States 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 revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Fair value of financial
instruments - The Company discloses, when reasonably attainable, the fair
market values of its assets and liabilities which are deemed to be financial
instruments. The carrying amounts and estimated fair values of the Company’s
financial instruments approximate their fair value due to the short-term
nature.
Revenue Recognition
Policy-The Company will determine its revenue recognition policies upon
commencement of its mining operations.
Earnings
(loss) per share - Basic earnings (loss) per share exclude any dilutive
effects of options, warrants and convertible securities. Basic earnings (loss)
per share is computed using the weighted-average number of outstanding common
stocks during the applicable period. Diluted earnings per share is computed
using the weighted-average number of common and common stock equivalent shares
outstanding during the period. Common stock equivalent shares are excluded from
the computation if their effect is antidilutive.
F-6
IVANY
MINING, INC.
(An Exploration Stage Company)
NOTES TO
FINANCIAL STATEMENTS
JUNE 30,
2009 and 2008
1. DESCRIPTION OF BUSINESS,
HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
Income taxes -
Deferred tax assets and liabilities are computed based upon the
difference between the financial statement and income tax basis of assets and
liabilities using the enacted marginal tax rate applicable when the related
asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more
likely than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized. Future
changes in such valuation allowance are included in the provision for deferred
income taxes in the period of change.
Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods. Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are
not related to an asset or liability are classified as current or non-current
depending on the periods in which the temporary differences are expected to
reverse.
The
income tax provision differs from the amount of income tax determined by
applying US and Canadian federal income tax rates of 39% to pre-tax income for
the years ended June 30, 2009 and 2008 due to the following:
2009
|
2008
|
|||||
Book
loss
|
$ | (520,690) | $ | (2,631,422) | ||
Common
stock and stock
options
granted for services
|
273,000 | 1,528,233 | ||||
Valuation
allowance
|
247,690 | 1,103,189 | ||||
$ | - | $ | - |
Net deferred tax assets consist of
the following components as of June 30, 2009 and 2008:
2009
|
2008
|
||||
Deferred
tax assets:
|
|||||
NOL
Carryover
|
$
|
3,972,196
|
$
|
3,724,506
|
|
Valuation
allowance
|
(3,972,196)
|
(3,724,506)
|
|||
Net
deferred tax assets
|
$
|
-
|
$
|
-
|
At June
30, 2009, the Company had net operating loss carry forwards of approximately
$3,972,196 that may be offset against future taxable income through
2029. No tax benefit has been reported in the June 30, 2009,
financial statements since the potential tax benefit is offset by a valuation
allowance of the same amount.
Advertising Costs-
The Company expenses all costs of advertising as incurred. There were
no advertising costs included in selling and marketing expenses during the
reported periods.
Recent Accounting
Pronouncements
In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS
157-4”). FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are not
orderly. Additionally, entities are required to disclose in interim
and annual periods the inputs and valuation techniques used to measure fair
value. This FSP is effective for interim and annual periods ending
after June 15, 2009. The Company does not expect the adoption of FSP
FAS 157-4 will have a material impact on its financial condition or results of
operation.
F-7
IVANY
MINING, INC.
(An Exploration Stage Company)
NOTES TO
FINANCIAL STATEMENTS
JUNE 30,
2009 and 2008
1. DESCRIPTION OF BUSINESS,
HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
Recent Accounting
Pronouncements
In
October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS
157-3”), which clarifies application of SFAS 157 in a market that is not
active. FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued. The
adoption of FSP FAS 157-3 had no impact on the Company’s results of operations,
financial condition or cash flows.
In
December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities.” This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise’s
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged. The Company adopted this FSP
effective January 1, 2009. The adoption of the FSP had no impact
on the Company’s results of operations, financial condition or cash
flows.
In
December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures
about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP
FAS 132(R)-1 requires additional fair value disclosures about employers’ pension
and postretirement benefit plan assets consistent with guidance contained in
SFAS 157. Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair value
of each major category of plan assets and information about the inputs and
valuation techniques used to develop the fair value measurements of plan assets.
This FSP is effective for fiscal years ending after December 15,
2009. The Company does not expect the adoption of FSP FAS 132(R)-1
will have a material impact on its financial condition or results of
operation.
In
September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, “Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities,” and FASB Interpretation 46 (revised December 2003),
“Consolidation of Variable Interest Entities − an
interpretation of ARB No. 51,” as well as other
modifications. While the proposed revised pronouncements have not
been finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Company’s financial statements. The changes would be effective March
1, 2010, on a prospective basis.
In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial position and results of
operations if adopted.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.
F-8
IVANY
MINING, INC.
(An Exploration Stage Company)
NOTES TO
FINANCIAL STATEMENTS
JUNE 30,
2009 and 2008
1. DESCRIPTION OF BUSINESS,
HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
Recent Accounting
Pronouncements (Continued)
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”. SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.
In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31,
2007. Accordingly, the staff will continue to accept, under
certain circumstances, the use of the simplified method beyond December 31,
2007. The Company currently uses the simplified method for “plain vanilla” share
options and warrants, and will assess the impact of SAB 110 for fiscal year
2009. It is not believed that this will have an impact on the Company’s
consolidated financial position, results of operations or cash
flows.
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51. This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements.
Before
this statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. It is not believed that this will have an impact on the Company’s
consolidated financial position, results of operations or cash
flows.
F-9
IVANY
MINING, INC.
(An Exploration Stage Company)
NOTES TO
FINANCIAL STATEMENTS
JUNE 30,
2009 and 2008
1. DESCRIPTION OF BUSINESS,
HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
Recent Accounting
Pronouncements (Continued)
In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations’. This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141. This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements. The Company adopted this statement
beginning March 1, 2009. It is not believed that this will have an impact on the
Company’s consolidated financial position, results of operations or cash
flows.
In
September 2006, the FASB issued SFAS No. 157; Fair Value Measurements This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement will change current practice. This statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Earlier application is
encouraged, provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements for an interim
period within that fiscal year. The Company adopted this statement March 1,
2008, and it did not have an impact on the Company’s consolidated financial
position, results of operations or cash flows.
Equity-Based
Compensation – The Company adopted
SFAS No. 123-R effective January 1, 2006 using the modified
prospective method. Under this transition method, stock compensation expense
includes compensation expense for all stock-based compensation awards granted on
or after January 1,2006, based on the grant-date fair value estimated in
accordance with the provisions of SFAS No. 123-R. As of June 30, 2009,
the Company has not issued any share-based payments to its
employees.
Impairment of Long-Lived
Assets -The Company continually monitors events and changes in
circumstances that could indicate carrying amounts of long-lived assets may not
be recoverable. When such events or changes in circumstances are present, the
Company assesses the recoverability of long-lived assets by determining whether
the carrying value of such assets will be recovered through undiscounted
expected future cash flows. If the total of the future cash flows is less than
the carrying amount of those assets, the Company recognizes an impairment loss
based on the excess of the carrying amount over the fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying amount or the
fair value less costs to sell.
2. LOANS DUE TO
SHAREHOLDER
As of
June 30, 2009, the Company had an unsecured, non interest bearing demand loan
due to a shareholder of the Company totaling
$46,983.
F-10
IVANY
MINING, INC.
(An Exploration Stage Company)
NOTES TO
FINANCIAL STATEMENTS
JUNE 30,
2009 and 2008
3. CAPITAL STOCK
TRANSACTIONS
Preferred stock - The
authorized preferred stock is 10,000,000 shares with a par value of $0.001. As
of June 30, 2009, the Company has no shares of preferred stock issued or
outstanding.
Common stock - The
authorized common stock is 200,000,000 shares with a par value of $0.001. During
the year ended June 30, 2007, the Company completed a reverse split on its
common stock from 500 shares to 1 share. The reverse stock split is reflected on
a retroactive basis. During the year ended June 30, 2008, the Company issued
5,055,845 shares of its common stock for cash of $1,278,247. The Company also
issued 20,150,000 shares of its common stock for mineral properties valued at
$98,108.
During
the year ended June 30, 2009, the Company issued 200,000 shares of its common
stock at $0.05 per share for $10,000. The Company also issued
10,380,000 shares of its common stock for $519,000 cash at $0.05 per
share. Of this, $19,000 is recorded as a stock subscription
receivable as payment for shares was not received until after the end of the
fiscal year.
An
additional 100,000 shares of common stock were issued for exercised options at a
strike price of $0.05 per share for a total of $5,000.
During
the year ended June 30, 2009, the Company issued 300,000 shares of its common
stock at $0.91 per share for services.
4. MINERAL
PROPERTIES
On
September 10, 2007, the Compnay entered into a Mining Claims Purchase Agreement
(the “Purchase Agreement”) with Derek Ivany, Victor Cantore, and Anna Giglio.
Under the terms of the Purchase Agreement, Mr. Ivany, Mr. Cantore, and Ms.
Giglio have each transferred to the Company certain mining claims owned by them
and located in the province of Quebec, Canada.
The
mining claims acquired under the Purchase Agreement cover a total of
approximately 27,277.27 hectares. In exchange for the mining claims
transferred to us under the Purchase Agreement, Mr. Ivany, Mr. Cantore, and Ms.
Giglio were issued a total of 20,000,000 shares of common stock.
On
September 11, 2007, the Company entered into a Letter of Intent Purchase
Agreement (the “Purchase Agreement”) with Star Uranium Corp. (“Star Uranium”).
Under the terms of the Purchase Agreement, Star Uranium has agreed to transfer
to the Company ten mining claims located in the Zama Lake area of northern
Alberta, Canada. Under the Purchase Agreement, the Company paid Star Uranium a
purchase price of $100,000 on or before October 31, 2007. Also, the Company
delivered to Star Uranium 150,000 shares of our common stock as additional
consideration for the purchased mining claims. The mining claims transferred
under the Purchase Agreement cover a total of approximately 92,160
hectares.
Under the
Purchase Agreement, the Company has also agreed to invest certain minimum
amounts in the development of the mineral properties. Subject to any negotiated
adjustments which may be made by the parties based on future geological
evaluation, the Company was required to spend a minimum of $400,000 toward
exploration of the properties before May 16, 2008 and an additional $1,000,000
toward exploration and development before May 16, 2010. Star Uranium has
retained a 2% smelter royalty on the properties and has retained all diamond
rights. The Company has the option to buy-down the retained net smelter royalty
to 1% by making an additional payment of $1,000,000 to Star Uranium at any
time.
F-11
IVANY
MINING, INC.
(An Exploration Stage Company)
NOTES TO
FINANCIAL STATEMENTS
JUNE 30,
2009 and 2008
4. MINERAL PROPERTIES
(CONTINUED)
On
September 12, 2007, the Company entered into an Alberta Mining Claims Purchase
Agreement (the “Purchase Agreement”) with Derek Ivany and Royal Atlantis Group,
Inc. (“Royal Atlantis”). Under the terms of the Purchase Agreement, Mr. Ivany
and Royal Atlantis have transferred to the Company a total of six mining claims
located in the province of Alberta, Canada. In exchange for the mining claims
transferred to the Company under the Purchase Agreement, the Company paid total
of $20,000 ($10,000 each) to Mr. Ivany and Royal Atlantis.
At the
close of the fiscal year ended June 30, 2008, the Company recognized an
impairment charge of $528,068 on the value of its mining property, primarily due
to the facts that the Company is an exploration stage company and future cash
flow is unpredictable due to a lack of operating history, the future required
minimum expenditures that the Company is uncertain of funding, and the
uncertainty of the prospects of the land.
At the
close of the fiscal year ended June 30, 2009 the Company again performed an
impairment analysis in regards to the carrying value of the mineral properties
held on the company books. Due to the same reasons noted above, the
Company impaired the value of its mining properties. This resulted in
an impairment expense of $17,153 for the year ended June 30,
2009.
5. STOCK OPTIONS AND WARRANTS
During
the year ended June 30, 2008, the estimated value of the compensatory common
stock purchase warrants granted to non-employees in exchange for services and
financing expenses was determined using the Black-Scholes
During
the year ended June 30, 2008, the estimated value of the compensatory common
stock purchase warrants granted to non-employees in exchange for services and
financing expenses was determined using the Black-Scholes pricing model and the
following assumptions: expected term of 2 years, a risk free interest rate of
3.35%, a dividend yield of 0% and volatility of 90%. The amount of the expense
charged to operations for compensatory options and warrants granted in exchange
for services was $1,528,233.
During
the year ended June 30, 2009, no compensatory common stock purchase options were
granted. The strike prices of the options granted we adjusted twice
in accordance with board approval. At each reevaluation date, the
company recomputed the fair market value of the options. In neither
case did the revised value exceed the originally recorded value thus no
adjustment to the option expense was made. These changes included changes in
stock options issued to employees for the years ended June 30, 2009 and 2008 are
as follows:
Weighted
Number
of
Options
|
Average
Exercise
Price
|
||
Outstanding, June 30, 2007 | - | $ | - |
Granted | 2,500,000 | 0.10 | |
Exercised | - | ||
Cancelled | - | - | |
Outstanding, June 30, 2008 | 2,500,000 | $ | 0.10 |
Exercisable, June 30, 2008 | 2,500,000 | $ | 0.10 |
Outstanding, June 30, 2008 | 2,500,000 | 0.10 | |
Granted | - | - | |
Exercised | 100,000 | 0.05 | |
Cancelled | - | - | |
Outstanding, June 30, 2009 | 2,400,000 | $ | 0.10 |
Exercisable, June 30, 2009 | 2,400,000 | $ | 0.10 |
6. SUBSEQUENT
EVENTS
On July
10, 2009, the Company sold an additional 600,000 shares of its common stock for
$30,000 cash at $0.05 per share.
The Company has analyzed its operations subsequent to June 30, 2009 through November 11, 2009 and has determined that it does not have any other material subsequent events to disclose in these financial statements.
IVANY
MINING, INC.
(An Exploration Stage Company)
NOTES TO
FINANCIAL STATEMENTS
JUNE 30,
2009 and 2008
7. RESTATEMENT OF FINANCIAL
STATEMENTS
On
September 29, 2009 the Company discovered a material error in its accounting
that resulted in a misstatement of the financial statements for the fiscal year
ended June 30, 2008. The Company had neglected to perform required
impairment analyses surrounding the valuation of its mineral
properties. The Company retroactively performed these analyses on
September 29, 2009 and determined that due to the fact that the Company is an
exploration stage company and based on the fact that future cash flow is
unpredictable, the Company lacks reliable operating history, and the uncertainty
of the prospects of the land, the Company determined it needed to
record an impairment of the value of the mineral properties.
Additionally
the Company erred in calculating the value of compensatory options issued to
company employees during the fiscal year ended June 30,
2008. Subsequent to a reevaluation of the Black-Scholes model
assumptions used, an additional expense of $235,566 was recorded to reflect the
fair market value of those options.
These two
adjustments result in an impairment loss for the year ended June 30, 2008 of
$528,068 and additional General and Administrative expense of $235,566, thus
increasing total operating expenses by $763,634. Accordingly,
Additional Paid-in Capital was increased by $235,566 and the carrying value of
the mineral properties was reduced to $-0-. Other amounts were
reclassified to agree with classifications adopted for fiscal year end June 30,
2009.
In
addition to the major adjustments noted above, other various differences in
account balances were corrected. Below are presented summaries of the
difference between the original and restated Balance Sheet and Statements of
Operations.
ASSETS
|
||||||
June
30,
|
June
30,
|
|||||
2008
|
2008
|
|||||
(Restated)
|
(Original)
|
|||||
CURRENT
ASSETS
|
||||||
Cash
|
$ | 102,983 | $ | 120,304 | ||
Total
Current Assets
|
102,983 | 120,304 | ||||
EQUIPMENT,
net
|
5,306 | 5,336 | ||||
OTHER
ASSETS
|
||||||
Mineral
properties
|
- | 528,068 | ||||
Total
Other Assets
|
- | 528,068 | ||||
TOTAL
ASSETS
|
$ | 108,289 | $ | 653,708 | ||
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||
CURRENT
LIABILITIES
|
||||||
Accounts
payable
|
$ | 17,686 | $ | 14,263 | ||
Loans
due to shareholders
|
- | - | ||||
Total
Current Liabilities
|
14,263 | 14,263 | ||||
STOCKHOLDERS'
EQUITY
|
||||||
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, 36,431,877, and 25,451,877
|
||||||
shares
issued and outstanding respectively
|
25,452 | 25,452 | ||||
Additional
paid-in capital
|
9,094,477 | 8,858,911 | ||||
Stock
subscription receivable
|
- | - | ||||
Deficit
accumulated during the exploration stage
|
(9,029,326) | (8,244,918) | ||||
Total
Stockholders' Equity
|
90,603 | 639,445 | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 108,289 | $ | 653,708 |
STATEMENTS OF OPERATONS
|
||||||||||||
Restated
|
Original
|
|||||||||||
From
Inception
|
From
Inception
|
|||||||||||
For
the Year Ended
|
Through
|
For
the Year Ended
|
Through
|
|||||||||
June
30,
|
June
30,
|
June
30,
|
June
30,
|
|||||||||
2008
|
2009
|
2008
|
2009
|
|||||||||
REVENUES
|
$ | - | $ | - | $ | - | $ | - | ||||
OPERATING
EXPENSES
|
||||||||||||
Exploration
|
139,597 | 139,801 | 139,801 | 139,801 | ||||||||
Professional
Fees
|
288,575 | 288,575 | - | - | ||||||||
General
and administrative
|
1,674,424 | 1,674,424 | 1,847,014 | 1,847,014 | ||||||||
Impairment
of mining properties
|
528,068 | 528,068 | - | - | ||||||||
Depreciation
|
758 | 758 | 758 | 758 | ||||||||
Total
Operating Expenses
|
2,631,422 | 2,631,422 | 1,847,014 | 1,847,014 | ||||||||
LOSS
FROM OPERATIONS
|
(2,631,422) | (2,631,422) | (1,847,014) | (1,847,014) | ||||||||
INCOME
TAX EXPENSE
|
- | - | - | - | ||||||||
LOSS
FROM CONTINUING OPERATIONS
|
(2,631,422) | (2,631,422) | (1,847,014) | (1,847,014) | ||||||||
LOSS
(GAIN) ON CURRENCY EXCHANGE
|
- | - | - | - | ||||||||
DISCONTINUED
OPERATIONS
|
- | (6,397,904) | - | (6,397,904) | ||||||||
NET
LOSS
|
$ | (2,631,422) | $ | (9,550,016) | $ | (1,847,014) | $ | (8,244,918) | ||||
BASIC
LOSS PER SHARE
|
$ | (0.20) | $ | (0.14) | ||||||||
WEIGHTED
AVERAGE
|
||||||||||||
NUMBER
OF SHARES
|
||||||||||||
OUTSTANDING
|
12,848,955 | 12,848,955 |