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EX-31.1 - SECTION 302 CERTIFICATION - Unifunds Ltdexhibit31-1.htm
EX-32.1 - SECTION 906 CERTIFICATION - Unifunds Ltdexhibit32-1.htm

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

Form 10-Q /A
Amendment No.1

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2011

 or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ___________

Commission File Number 000-52010

 INTERVIA INC.
(Exact name of registrant as specified in its charter)

Nevada N/A
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
   
3702 South Virginia Street, Suite G12-401, Reno, Nevada 89502
(Address of principal executive offices) (Zip Code)

202.470.4608
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] YES [ ] NO

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 [ ] (Do not check if a smaller reporting company) 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.
[X] YES [ ] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
15,500,000 common shares issued and outstanding as of June 13, 2011.

1


Explanatory Note: This Amendment No. 1 to our report on Form 10-Q for the period ended April 30, 2011 is being filed to correct errors in the description of plan of operation, and to include required disclosure pertaining to a related party transaction and to our critical accounting policies that was omitted from the original report.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

2


INTERVIA INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
April 30, 2011

(Unaudited)

BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
STATEMENTS OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS

3



INTERVIA INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)

    April 30     January 31,  
    2011     2011  
             
ASSETS    
             
CURRENT ASSETS            
   Cash $  1,918   $  33,908  
             
    1,918     33,908  
             
RESOURCE PROPERTY (Note 2)   25,000     25,000  
             
TOTAL ASSETS $  26,918   $  58,908  
             
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT   
             
CURRENT LIABILITIES            
   Accounts payable and accrued liabilities $  10,783   $  14,166  
   Due to related party (Note 3)   77,943     77,943  
             
TOTAL LIABILITIES   88,726     92,109  
             
             
STOCKHOLDERS’ DEFICIT            
Capital stock (Note 4)            
     Authorized
          75,000,000 common shares, $0.001 par value,
 
   
 
     Issued and outstanding
          15,500,000 common shares (January 31, 2011 – 3,500,000)
 
15,500
   
3,500
 
Subscription received in advance   -     99,960  
Additional paid in capital   158,960     71,000  
Deficit accumulated during the development stage   (236,268 )   (207,661 )
             
TOTAL STOCKHOLDERS’ DEFICIT   (61,808 )   (33,201 )
             
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $  26,918   $  58,908  

The accompanying note is an integral part of these financial statements

4



INTERVIA INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)

                Cumulative  
                from  
    Three     Three     February 2,  
    months     months     2005 (Date
    ended     ended     of Inception)  
    April 30,     April 30,     to April 30,  
    2011     2010     2011  
                   
Expenses                  
   Donated service $  -   $  -   $  4,500  
   Exploration   12,834     -     12,834  
   Office expenses   -     -     2,906  
   Professional fees   10,702     1,500     205,206  
   Transfer and filing fees   5,071     -     10,822  
                   
Net loss $  28,607   $  1,500   $  236,268  
                   
Basic and diluted loss per share $  (0.00 ) $  (0.00 )      
                   
Weighted average number of shares outstanding   11,185,393     3,500,000      

The accompanying note is an integral part of these financial statements

5



INTERVIA INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Stated in US Dollars)
(Unaudited)

                Cumulative  
                from  
                February 2,  
    Three months     Three months     2005 (Date of
    ended     ended     Inception) to  
    April 30,     April 30,     April 30,  
    2011     2010     2011  
                   
Operating Activities                  
   Net loss $  (28,607 $ (1,500 $ (236,268 )
   Item not requiring use of cash                  
      Donated capital   -     -     4,500  
                   
Adjustments to reconcile net loss to net cash used by operating activities:            
         Increase (decrease) in accounts payable and accrued liabilities   (3,383 )   1,500     10,783  
                   
Net cash used in operating activities   (31,990 )   -     (220,985 )
                   
Financing Activities                  
   Due to related party   -     -     77,943  
   Issuance of common shares   -     -     169,960  
                   
Net cash provided by financing activities   -     -     247,903  
                   
Investing Activity                  
   Resource property   -     -     (25,000 )
                   
                   
Net cash used in investing activity   -     -     (25,000 )
                   
Change in cash   (31,990 )   -     1,918  
                   
Cash, beginning   33,908     -     -  
                   
Cash, ending $  1,918   $ -   $ 1,918  
                   
Supplemental cash flow information:                  
                   
During the three month period ended April 30, 2011, the Company reallocated $99,960 from subscriptions received in advance to capital stock and additional paid in capital, for the issuance of 12,000,000 shares of common stock (Note 4).  
                   
     Cash paid for interest $  -   $ -   $ -  
                   
     Cash paid for income taxes $  -   $ -   $ -  

The accompanying note is an integral part of these financial statements

6



INTERVIA INC.
(A Development Stage Company)
NOTE TO THE FINANCIAL STATEMENTS
April 30, 2011
(Unaudited)

1.

BASIS OF PRESENTATION

     

Unaudited Interim Financial Statements

     

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended January 31, 2011 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended April 30, 2011 are not necessarily indicative of the results that may be expected for the year ending January 31, 2012.

     

Management has evaluated events occurring between the end of the fiscal quarter. April 30, 2011 to the date when the financial statements were issued.

     
2.

RESOURCE PROPERTY

     

Proteus Property

     

On July 15, 2010, the Company entered into an Option Agreement to purchase a 100% interest in the Proteus Property. The Proteus Property is located near Cobalt, Ontario.

     

To complete the option, the agreement requires the Company to make the following payments and incur the following amounts on exploration and development:

     
a)

$25,000 upon the execution of the agreement (paid);

b)

an additional $25,000 cash and incur $75,000 in exploration expenditures by July 15, 2011;

c)

an additional $25,000 cash and incur an additional $100,000 in exploration expenditures by July 15, 2012; and

d)

incur an additional $150,000 in exploration expenditures by July 15, 2013.

     

The property is subject to a 2% Net Smelter Royalty, which the Company has the right to purchase in 2.5% increments for $500,000, on or before 1 year from the date of production.

7



INTERVIA INC.
(A Development Stage Company)
NOTE TO THE FINANCIAL STATEMENTS
April 30, 2011
(Unaudited)

2.

RESOURCE PROPERTY (Cont’d)

   

To April 30, 2011, the Company has incurred the following on its resource property:


      April 30,     January 31,  
      2011     2011  
  Acquisition cost $  25,000   $  25,000  
  Exploration costs, beginning of period $  -   $  -  
       Exploration   12,834     -  
  Exploration costs, end of period $  12,384   $  -  

3.

RELATED PARTY TRANSACTIONS

The $77,943 due to related party at April 30, 2011 and January 31, 2011 is a non-interest bearing, unsecured, loan with no stated terms of repayment. This loan was advanced by our sole director and officer, Patrick Laferriere, in various installments since our inception on February 2, 2005.

All related party transactions are measured at the exchange amount which is the amount of consideration agreed to by the related parties.

4.

COMMON STOCK

In March 2011, the Company issued 12,000,000 shares of common stock at a price of $0.00833 per share for total proceeds of $99,960, which was recorded in subscriptions received in advance at January 31, 2011.

At April 30, 2011 and January 31, 2011, the Company had no issued or outstanding stock options or warrants.

8


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Intervia Inc., unless otherwise indicated. We have no subsidiaries.

Corporate Overview

The address of our principal executive office is 3702 South Virginia Street, Suite G12-401, Reno, NV 89502. Our telephone number is (202) 470-4608.

Corporate History

We were incorporated in the State of Nevada on February 2, 2005. Our original business plan was to develop fuel cell technology and produce fuel cells in China for indoor forklifts, scooters, underwater equipment (e.g. shallow underwater sightseeing submarines) that require a small size, longevity of use and silent operation. During fiscal 2008 we suspended the development of our products and business plan until we were able raise sufficient additional financing.

Since the suspension of our original business plan, our management had been analyzing various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares.

On July 15, 2010, we entered into an option agreement to purchase a 100% interest in the Proteus Property located near Cobalt, Ontario, an area known historically for the mining of silver ore. As a result of the option agreement for the Proteus Property, we became a mineral exploration company and presently endeavor to plan and implement an exploration program for the Proteus Property which commenced in April 2011. We currently maintain nominal operations and are seeking additional sources of financing or collaborators to further the development of our business plan.

9


Our Current Business

During our last two fiscal years, we were a company with no operations.

On July 15, 2010, we entered into an option agreement to purchase a 100% interest in the Proteus Property located near Cobalt, Ontario, an area known historically for the mining of silver ore. The Proteus Property consists of three mineral claims comprised of nine units. In order to acquire the property pursuant to the agreement, we must make the following cash payments and incur the following amounts on exploration and development:

  a)

$25,000 upon the execution of the agreement (paid);

  b)

an additional $25,000 cash and incur $75,000 in exploration expenditures by July 15, 2011;

  c)

an additional $25,000 cash and incur an additional $100,000 in exploration expenditures by July 15, 2012; and

  d)

incur an additional $150,000 in exploration expenditures by July 15, 2013.

The Proteus Property is subject to a 2% net smelter royalty, which our company has the right to purchase in 25% increments for $500,000, on or before 12 months from the date of entering into production.

As a result of the option agreement for the Proteus Property, we became a mineral exploration company and presently endeavor to plan and implement an exploration program for the Proteus Property commenced in April 2011. Currently, however, we maintain nominal operations and are seeking additional sources of financing or collaborators to further the development of our business plan.

Research and Development

We do not currently have a formal research and development effort. We do not intend to allocate any funds to research and development over the twelve months ending April 30, 2012.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending April 30, 2012.

Employees

Currently, we do not have any employees. Additionally, we have not entered into any consulting or employment agreements with our president, chief executive officer, treasurer, secretary or chief financial officer. Our directors, executive officers and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.

Plan of Operation

You should read the following discussion of our financial condition and results of operations together with our reviewed but unaudited financial statements and the notes to those reviewed but unaudited financial statements included elsewhere in this filing prepared in accordance with accounting principles generally accepted in the United States. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements.

10


Anticipated Cash Requirements

Based on our net loss of $28,607 incurred during the three month period ended April 20, 2011, our monthly burn rate is $9,535. Approximately $12,834 or 45% of our expenses during that period are attributable to expenses incurred to advance our exploration program and in satisfaction of the annual work assessment requirements for the Proteus Property. We intend to conduct exploration activities on our newly optioned property during the twelve months beginning February 1, 2011. We estimate our operating expenses and working capital requirements for the twelve month period beginning February 1, 2011 to be as follows:

Estimated Expenses For the Twelve Month Period Beginning February 1, 2011

Operating Expenses   l  
Professional Fees $ 60,000l  
Transfer and Filing Fees $ 10,000  
Contingency $ 30,000  
       
Subtotal $ 100,000  
       
Exploration      
       
Phase One      
Line-Cutting $ 16,000  
VLF-EM Geophysical Surveying $ 3,500  
Magnetic Geophysical Surveying $ 3,500  
IP-EM Geophysical Surveying $ 32,000  
Reports Drafting and Maps $ 1,500  
Road Access Brush Trimming $ 4,000  
Excavation (Road) $ 4,000  
Grading $ 1,000  
Power Stripping and Power Washing (Road) $ 10,000  
Mobilization/Demobilization of Heavy Equipment $ 7,500  
Field Assistant/Prospector (4 Months) $ 7,500  
Geologist (4 months $ 20,000  
Summary Report $ 3,000  
Subtotal $ 113,500  
       
Option Payment (Due June 15, 2011) $ 25,000  
       
Phase Two Exploration Program /Unallocated Reserve $ 261,500  
       
Total $ 600,000  

At present, our cash requirements for the next 12 months (beginning February 1, 2011) outweigh the funds available to maintain our operations. At present, our cash requirements for the next 12 months (beginning January 1, 2011) outweigh the funds available to maintain or develop our properties. Of the $600,000 that we require for the next 12 months, we had $33,9081,918 in cash as of January 31April 30, 2011, and a working capital deficit of $58,20186,808. However, on July 18, 2011 we completed a private placement with one non U.S. person for aggregate gross proceeds of $100,000 which funds have been allocated toward essential operating expenses, and toward payments and exploration expenses required to maintain our option to acquire the Proteus Property. In order to improve our liquidity, we plan pursue additional equity financing from private investors or possibly a registered public offering. we do not currently have any definitive arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us. To that end, we estimate that the cost of maintaining nominal corporate operations will be approximately $3,500 per month or $42,000 over 12 months.

11


Results of Operations

Three months ended April 30, 2011 compared to three months ended April 30, 2010.

    Three months     Three months  
    ended     ended  
    April 30, 2011     April 30, 2010  
Revenue $  Nil   $  Nil  
Operating Expenses $  28,607   $  1,500  
Net Income (Loss) $  (28,607 ) $  (1,500 )

Expenses

Our operating expenses for the three month periods ended April 30, 2011 and April 30, 2010 are outlined in the table below:

    Three months     Three months  
    ended     ended  
    April 30, 2011     April 30, 2010  
Donated service $  Nil   $  Nil  
Exploration $  12,834   $  Nil  
Office expenses $  Nil   $  Nil  
Professional fees $  10,702   $  1,500  
Transfer and filing fees $  5,071   $  Nil  

Operating expenses for the three months ended April 30, 2011 increased by 95% as compared to the comparative period in April 30, 2010 primarily as a result of increased professional fees and transfer and filing fees.

Revenue

We have not had any revenues from operations since inception (February 2, 2005). We do not anticipate that we will earn any revenues from operations unless and until we acquire and operated a profitable business. This might never happen and we can offer no assurance that even if we acquire a business that we will ever be profitable.

12


Liquidity and Capital Resources

Working Capital

                Percentage  
    As at     As at     Increase/  
    April 30, 2011     January 31, 2011     (Decrease)  
Current Assets $ 1,918   $ 33,908     (94.34% )
Current Liabilities $  88,726   $  92,109     (3.67% )
Working Capital (deficiency) $ (86,808 ) $   (58,201 )   49.15%  

Cash Flows

    Three months Ended     Three months Ended  
    April 30, 2011     April 30, 2010  
Net cash used in operating activities $  31,990   $  Nil  
Net cash used in investing activities $  Nil   $  Nil  
Net cash provided by financing activities $  Nil   $  Nil  
Increase (decrease) In Cash $  (31,990 ) $  Nil  

Our net cash used by operating activities for the three months ended April 30, 2011 was $31,990 compared with $Nil for the three months ended April 30, 2010. Our management believes that we will need additional funding in order to meet our operating expenses.

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.

Future Financings

We will require additional funds to implement our growth strategy in our new business. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis should it be required, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

13


Critical Accounting Policies and Estimates

Use of Estimates

In order to prepare our financial statements in conformity with US GAAP our management is required to make estimates and assumptions that affect our reported financial positions and results of operations. Estimates and assumptions are based on information available to our management at the time such estimates and assumptions are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements and adjustments are made when our management becomes aware of new information that materially affects its past estimates and assumptions. Estimates and assumptions are used in, among other things, (1) estimating unbilled operating and exploration costs, (2) developing fair value assumptions with respect to the value of our financial instruments, including accrued liabilities and accounts payable, and (3) estimating our tax position. Actual results could differ materially from our estimates.

Other Comprehensive Income

Our company follows standards for the reporting and display of comprehensive income (loss) and our components in the financial statements. Comprehensive income (loss) is the sum of net income (loss) and other items that would be excluded from our income statement because they have not been realized, including items like an unrealized holding gain (or loss) from liquid investments, and foreign currency translation gains or losses. These items would not be included in net income, yet would be important enough to be included in comprehensive income in order to present a more comprehensive picture of our Company as a whole. During the three month period ended April 30, 2011, and during years ended January 31, 2011, 2010 and 2009, our company had no components that would cause our comprehensive loss to be different than net loss.

Income Taxes

Our company uses the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize the future tax benefits to the extent that realization of such benefits is more likely than not. However, when we believe we do not or will not have sufficient future capital gain income or taxable income to realize the benefit of the capital loss, operating loss or tax credit carryforwards, we reduce the deferred tax assets by a valuation allowance. We recognize a valuation allowance if we determine, based on available evidence that it is unlikely that we will realize some portion or all of the deferred tax asset. We report the effect of a change in the valuation allowance in the current period tax expense.

Basic and Diluted Loss per Share

Basic loss per share is calculated by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share is calculated by dividing the net loss available to common stockholders by the number of common shares that would be outstanding is all potentially dilutive securities, such as options, warrants, or convertible debt securities, were exercised. For the financial periods presented in this registration statement, diluted loss per share is equal to basic loss per share because our company does not have any outstanding dilutive securities.

Financial Instruments

The carrying value of our company’s financial instruments, which consist of accounts payable, accrued liabilities and amounts due to a related party, approximates their fair value due to the short maturity of such instruments. Unless otherwise noted, it is our management’s opinion that our company is not exposed to significant interest, currency or credit risks arising from these financial instruments. When a market price is not readily available and there is insignificant interest rate exposure affecting the value, the carrying value is considered to represent a reasonable estimate of fair value.

Stock-based Compensation

Although we have not granted any share-based compensation, we have adopted FASB Accounting Standards Codification 718 (Compensation-Stock Compensation and Share-based Payment) for compensation costs related to share-based payments. ASC 718 requires that a company measure the cost of employee services received in exchange for equity awards based on the grant date fair-value of the awards. Compensation costs in respect of share-based payment or option awards are based on the award’s fair value at grant, less the mount (if any) paid by the award recipient, with a corresponding credit to equity(generally, paid-in capital). The cost will be recognized as compensation expense over the vesting period of the awards. ASC 718 applies to all share-based payment transactions in which a company acquires goods or services by issuing company stock, or by incurring liabilities that are based on the fair value of the company’s stock or are settled by issuing company stock.

14


RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $1,918 as of April 30, 2011. We anticipate that we will require additional financing in order to perform our anticipated exploration program. Further, we anticipate that we will not have sufficient capital to fund our ongoing operations for the next 12 months. We may be required to raise additional financing for a particular in order to perform our anticipated exploration program. We would likely secure any additional financing necessary through loans from related or third parties.

There can be no assurance that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions acceptable to us could have a materially adverse effect upon our company. We will require further funds to finance the development of any business opportunity that we acquire. There can be no assurance that such funds will be available or available on terms satisfactory to us. If additional funds are raised by issuing equity securities, further dilution to existing or future shareholders is likely to result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire. Inadequate funding could also impair our ability to compete in the marketplace, which may result in the dissolution of our company.

We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have a limited operating history on which to base an evaluation of our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies seeking to acquire or establish a new business opportunity. Some of these risks and uncertainties relate to our ability to identify, secure and complete an acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. In addition, our operating results are dependent to a large degree upon factors outside of our control. There are no assurances that we will be successful in addressing these risks, and failure to do so may adversely affect our business.

It is unlikely that we will generate any or significant revenues while we seek a suitable business opportunity. Our short and long-term prospects depend upon our ability to select and secure a suitable business opportunity. In order for us to make a profit, we will need to successfully acquire a new business opportunity in order to generate revenues in an amount sufficient to cover any and all future costs and expenses in connection with any such business opportunity. Even if we become profitable, we may not sustain or increase our profits on a quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until we complete a business combination or acquire a business opportunity. This may result in our company incurring a net operating loss which will increase continuously until we complete a business combination or acquire a business opportunity that can generate revenues that result in a net profit to us. There is no assurance that we will identify a suitable business opportunity or complete a business combination.

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Because of the speculative nature of the exploration of natural resource properties, there is substantial risk that this business will fail.

There is no assurance that any of the claims we explore or acquire will contain commercially exploitable reserves of minerals. Exploration for natural resources is a speculative venture involving substantial risk. Hazards such as unusual or unexpected geological formations and other conditions often result in unsuccessful exploration efforts. We may also become subject to significant liability for pollution, cave-ins or hazards, which we cannot insure or which we may elect not to insure.

We have a history of losses and have a deficit, which raises substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our inception and we will continue to incur operating expenses without revenues until we are in commercial deployment. Our net loss from February 2, 2005 (date of inception) to April 30, 2011 was $236,268. We had cash of $1,918 as of April 30, 2011. We currently do not have any operations and we have no income. We estimate our average monthly operating expenses to be approximately $3,400 each month. We cannot provide assurances that we will be able to successfully explore and develop our business. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors’ report on our audited financial statements for the year ended January 31, 2011. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.

Risks Associated with Our Common Stock

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently no market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. These fluctuations may adversely affect the trading price of our common shares.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.

Item 3. Quantitative Disclosures About Market Risks

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

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As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended April 30, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On January 12, 2011, we issued an aggregate of 12,000,000 shares of our common stock at a price of $0.00833 per share, to 10 non-U.S. persons, relying on Regulation S and/or Section 4(2) of the Securities Act of 1933 pursuant to the closing of a private placement, for aggregate gross proceeds of $99,960.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit  
Number Description
(3)

Articles of Incorporation and Bylaws

3.1

Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on May 8, 2006)

3.2

Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on May 8, 2006)

3.3

Amended and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed on February 12, 2009)

(10)

Material Contracts

10.1

Option Agreement dated July 15, 2010 (incorporated by reference to our Annual Report on Form 10- K filed on December 15, 2010)

(14)

Code of Ethics

14.1

Code of Ethics (incorporated by reference to our Annual Report on Form 10-KSB filed on May 9, 2008)

(31)

Rule 13a-14(a)/15d-14(a) Certifications

31.1*

Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(32)

Section 1350 Certifications

32.1*

Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  INTERVIA INC.
  (Registrant)
   
   
Dated: July 28, 2011 /s/ “Patrick Laferriere”
  Patrick Laferriere
  President, Secretary, Treasurer, Chief Financial Officer
  and Director
  (Principal Executive Officer, Principal Financial Officer
  and Principal Accounting Officer)

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