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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


 (Mark One)

[X]

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Fiscal Year Ended: December 31, 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:  333-138927

IFCI INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada

 

26-2230717

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

 

 

#203, 201 Cree Place

 

Saskatchewan, Canada

 

S7K 2Z3

(Address of principal executive offices)

 

(Postal Code)

Issuer's telephone number:  (800) 609-0775

Securities registered under Section 12(b) of the Act:  None

Securities registered under Section 12(g) of the Act:  None

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 15(d) of the Act.  Yes [  ]   No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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.  Yes [x]  No  [  ]

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, 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).  [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.  [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.   (Check one):

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  [X]    No [  ]  



1




As of June 30, 2011, there were 55,500,000 shares of the registrant's common stock, par value $0.001, issued and outstanding.  Of these, 43,500,000 shares are held by non-affiliates of the registrant.  The market value of securities held by non-affiliates is approximately $63,510,000.

DOCUMENTS INCORPORATED BY REFERENCE


If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:  (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933, as amended (“Securities Act”).
Not Applicable.  









2





TABLE OF CONTENTS

Item Number and Caption

Page

Cautionary statements regarding forward-looking information

4

ITEM 1.

DESCRIPTION OF BUSINESS

4

ITEM 1A.

RISK FACTORS.

6

ITEM 1B.

UNRESOLVED STAFF COMMENTS.

6

ITEM 2.

PROPERTIES.

6

ITEM 3.

LEGAL PROCEEDINGS.

6

ITEM 4.

MINE SAFETY DISCLOSURES

6

PART II

7

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.  7

ITEM 6.

SELECTED FINANCIAL DATA.

7

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  8

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

10

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  25

ITEM 9A.

CONTROLS AND PROCEDURES

25

ITEM 9B.

OTHER INFORMATION

26

PART III

26

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

26

ITEM 11.

EXECUTIVE COMPENSATION

27

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS  28

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  29

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

29

PART IV

30

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

30

SIGNATURES

32





3




CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Except for historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expect,” “anticipate,” “intend,” “believe,” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Plan of Operation” and “Business.”  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.


All references in this Form 10-K to the “Company,” “IFCI” “we,” “us,” or “our” are to IFCI International Corp.

ITEM 1.  DESCRIPTION OF BUSINESS


General Information


IFCI International Corp. (“IFCI” or the “Company”) was incorporated in the State of Nevada on April 27, 2007, as Adicus Energy Corp.  We changed our name on October 16, 2007, to Iron Head Mining Corp., and subsequently to The Connect Corp. on March 17, 2009.  On December 13, 2011, we changed our name to IFCI International Corp.  We were previously in the business of mineral exploration and mining.  The Company changed its business plan earlier in the year and is currently focusing on additional business opportunities.  


As of December 31, 2011, we had generated no revenues.  We have been issued an opinion by our auditor that raises substantial doubt about our ability to continue as a going concern based on our current financial position.  Please refer to note 5 of our financial statements.


We have a total of 450,000,000 authorized common shares with a par value of $0.001 per share, and have 55,500,000 common shares issued and outstanding as of December 31, 2011.


We completed a Form S-1 Registration Statement under the Securities Act of 1933 with the U.S. Securities and Exchange Commission registering 7,250,000 shares of our common stock in connection with an offering of the 7,250,000 shares by the selling stockholders.


Our principal offices are located at #203, 201 Cree Place, Saskatoon, Saskatchewan, Canada, S7K 2Z3, and our telephone number is (800) 609-0775.  

Business Development


IFCI has no revenues and limited operations.  We have sustained losses since inception, April 27, 2007, to December 31, 2011 of $115,618, $41,374, and $26,011 for the years ended December 31, 2011 and 2010 respectively, and rely solely upon loans from our corporate officers and directors for funding.




4




IFCI has never declared bankruptcy, been in receivership, or been involved in any kind of legal proceeding.  The Company, its directors, officers, affiliates, and promoters have not and do not have any present intentions to enter into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.


Business of Issuer


Our previous business focus was on mineral exploration.  In January 2008, we obtained an option to acquire a 100% interest in a mineral claim located in the Smithers Mining Region in the Province of British Columbia, Canada.  The option was terminated due to our inability to meet option payment and exploration cost requirements.  Since that time, the Company has undergone a revision to its business plan.  


Since the adoption of its revised business plan, the Company continued to focus its efforts on the raising of equity capital for the completion and launch of its web-based membership savings system, which will offer families options to reduce their monthly spending.  Because of our inability to raise sufficient capital to launch our business model, we have temporarily placed the launching of our product on hold.  We continue to seek financing and will explore other potential business opportunities over the next twelve (12) months.


In December, 2011, the Company entered into a Letter of Intent with IFinance Canada, Inc. (a Canadian corporation).  It is the intent of both parties to enter into a definitive agreement by which shares of both parties will be exchanged.  While negotiations are still underway, to date, no such agreement has been reached.


Administration


None of our executive officers have entered into management agreements.  They will, however, offer their time as officers and directors and provide office administration services to the firm with no financial compensation until such time as the Company acquires additional financing following the completion of Phase I.


Employees


We have no employees as of the date of this Report.


We do not pay any compensation to our officers and directors solely for serving as directors on our board of directors.


We conduct our business largely through agreements with consultants and arms-length third parties.


Research and Development Expenditures


We have not incurred any research or development expenditures since our incorporation.


Subsidiaries


We do not have any subsidiaries.


Patents and Trademarks




5




We do not own, either legally or beneficially, any patent or trademark.


Bankruptcy or Similar Proceedings


There has been no bankruptcy, receivership or similar proceedings.


Reorganizations, Purchases or Sales of Assets


There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.


ITEM 1A. RISK FACTORS.


Not Applicable.


ITEM 1B.

UNRESOLVED STAFF COMMENTS.


Not Applicable.


ITEM 2.

PROPERTIES.


We currently do not own or lease any property.


We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.


ITEM 3.

LEGAL PROCEEDINGS.


Legal Proceedings


In the ordinary course of our business, we may from time to time become subject to routine litigation or administrative proceedings that are incidental to our business.  We are not a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us.


ITEM 4.

MINE SAFETY DISCLOSURES


Not applicable.



6




PART II


ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.


Market Information


“Bid” and “ask” prices for our common stock have been quoted on the Over-The-Counter Bulletin Board (the “OTCBB”) until January 20, 2011.  Currently our stock is traded on the OTCQB market, formerly known as the Pink Sheets, under the symbol “IFCI.OTCQB”.  Our stock is infrequently traded.  Below is a table showing the high and low asking price for the stock since it began trading.



Quarter Ended

High

Low

Close

11/10/08 – 12/31/08

$0.10

$0.10

$0.10

3/31/09

$1.00

$0.75

$0.77

6/30/09

$0.71

$0.71

$0.71

9/30/09

$0.71

$0.71

$0.71

12/31/09

$1.02

$1.00

$1.02

3/31/10

$1.02

$1.02

$1.02

6/30/10

$1.02

$1.00

$1.02

9/30/10

$1.00

$0.99

$1.00

12/31/10

$1.46

$1.00

$1.46

03/31/11

$1.46

$1.46

$1.46

06/30/11

$1.46

$1.46

$1.46

09/30/11

$1.46

$1.05

$1.05

12/31/11

$1.92

$1.05

$1.92



As of April 4, 2012, we had 30 stockholders of record of our common stock.


Dividends


We have never declared any cash dividends with respect to our common stock.  Future payment of dividends is within the discretion of our board of directors and will depend on our earnings, capital requirements, financial condition and other relevant factors.  Although there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common stock.


Recent Sales of Unregistered Securities


During the fiscal year ended December 31, 2011, we did not issue any securities without registration under the Securities Act of 1933.


ITEM 6.

SELECTED FINANCIAL DATA.


Not applicable.




7




ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


Results of Operations


We have generated no revenues since inception (April 27, 2007) and have incurred $41,374 in expenses for the year ended December 31, 2011.

The following table provides selected financial data about our company as of and for the year ended December 31, 2011.

 

 

Balance Sheet Data:

 

 

December 31, 2010

 

December 31, 2010

 

 

 

 

 

 

 

 

 

 

Cash

 

$

-

 

-

 

 

Total assets

 

$

-

 

-

 

 

Total liabilities

 

$

10,057

 

5,699

 

 

Stockholders' deficit

 

$

(10,057)

 

(5,699)


Net cash provided by financing activities for the year ended December 31, 2011, was $37,016, consisting of $37,016 in contributed capital.

Plan of Operation


Over the next 12 months, it is expected that we will need approximately $50,000 to meet our expenses.  Expenses include legal and accounting fees, salaries and general and administrative expenses.  In order to develop its business plan, the Company will be required to raise capital through the sale of equity, the issuance of debt or a combination of both.  The failure to raise capital may result in curtailing the development of its business plan, or potentially the failure to continue the Company’s operations.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance.  We are a development stage corporation and have not generated any revenues from business operations.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to existing stockholders.

Liquidity and Capital Resources

As of the date of this report, we have yet to generate any revenues from our business operations.

Since inception our main source for cash has been the sale of our equity securities.  Upon inception, we issued 9,250,000 shares of common stock at $.001 par value to 30 stockholders, including our officer and director, for $9,250 in cash.  In April, 2009, the Company executed a 6:1 forward split of its common stock, increasing the number of shares held by these shareholders to 55,500,000.



8




As of the date of this filing, we have yet to begin operations and therefore have not generated any revenues.


As of December 31, 2011 our cash and total assets were $0 and our total liabilities were $10,057.




9





ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.











IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)


Audited Financial Statements


For the Period from April 27, 2007

(Inception) to December 31, 2011



10






IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)


Index to the Financial Statements


For the Period from April 27, 2007

(Inception) to December 31, 2011



Balance Sheets as of December 31, 2011 and December 31, 2010

13


Statements of Operations for the year ended December 31, 2011 and 2010;

and for the period from April 27, 2007 (Inception) to December 31, 2011

          

14


Statement of Changes in Stockholders’ Equity (Deficit) for the period from

April 27, 2007 (Inception) to December 31, 2011

      

15


Statements of Cash Flows for the year ended December 31, 2011 and 2010;

and for the period from April 27, 2007 (Inception) to December 31, 2011

         

16


Notes to the Financial Statements

17-19



11




[f10kconnect123111draft461001.jpg]



12




IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Balance Sheets


 

 December 31, 2011

 December 31, 2010

 

 

 

 

 

 

 ASSETS

 $                   -

 $                   -

 Total assets

 $                   -

 $                   -

 

 

 

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 Current liabilities:

 

 

 Accounts payable

             10,057

               5,699

 Total current liabilities

             10,057

               5,699

 

 

 

 Stockholders' Deficit

 

 

Common stock, par value $0.001, 450,000,000 shares authorized, 55,500,000 shares issued and outstanding

             55,500

             55,500

Additional paid-in capital

             50,061

             13,045

Deficit accumulated during the development stage

        (115,618)

          (74,244)

 Total stockholders' deficit

          (10,057)

            (5,699)

 

 

 

 Total liabilities and stockholders' deficit

 $                   -

 $                   -



See accompanying notes to the financial statements.



















13




IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Statements of Operations


 

For the Year Ended
December 31, 2011

For the Year Ended
December 31, 2010

For the Period from April 27, 2007 (Inception) to
December 31, 2011

 

 

 

 

 Revenues:

 $                              -

 $                              -

 $                              -

 

 

 

 

 Operating expenses:

 

 

 

 Exploration costs

                                -

                                -

                          2,500

 Selling, general and administrative

                        41,374

                        26,011

                      113,118

 Operating loss before income taxes

                      (41,374)

                      (26,011)

                    (115,618)

 

 

 

 

 Income tax (expense) benefit

                                -

                                -

                                -

 

 

 

 

 Net loss available to common stockholders

 $                   (41,374)

 $                   (26,011)

 $                 (115,618)

 

 

 

 

 Basic and diluted loss per common share

 $                       (0.00)

 $                       (0.00)

 

 

 

 

 

 Weighted average shares outstanding

                 55,500,000

                 55,500,000

 






See accompanying notes to the financial statements.





14




IFCI International Corporation

(Formerly The Connect Corporation)

(A Development Stage Company)

Statement of Changes in Stockholders’ (Deficit)

For the Period from April 27, 2007 (Inception) to December 31, 2011


 

 Common Stock

 

 

 

 

 Shares  

 Amount

 Additional Paid-In Capital

 Deficit Accumulated During the Developoment Stage

 Total Stockholders' Deficit

 

 

 

 

 

 

 Balance, April 27, 2007 (Inception)

                           -

 $                        -

 $                        -

 $                        -

 $                        -

 Common shares issued for cash, $0.001 per share, May 31, 2007

           55,500,000

                  55,500

               (46,250)

                           -

                    9,250

 Loss during the period from April 27, 2007 (Inception) to December 31, 2007

                           -

                           -

                           -

                    (200)

                    (200)

 Contributed capital

                           -

                           -

                       200

                           -

                       200

 Balance, December 31, 2007

           55,500,000

                  55,500

               (46,050)

                    (200)

                    9,250

 Loss for the year ended December 31, 2008

                           -

                           -

                           -

               (22,396)

               (22,396)

 Mining expenses contributed by related party

                           -

                           -

                    2,500

                           -

                    2,500

 Contributed capital

                           -

                           -

                  10,546

                           -

                  10,546

 Balance, December 31, 2008

           55,500,000

                  55,500

               (33,004)

               (22,596)

                    (100)

 Loss for the year ended December 31, 2009

                           -

                           -

 

               (25,637)

               (25,637)

 Contributed capital

                           -

                           -

                  14,537

                           -

                  14,537

 Balance, December 31, 2009

           55,500,000

                  55,500

               (18,467)

               (48,233)

               (11,200)

 Loss for the year ended December 31, 2010

                           -

                           -

                           -

               (26,011)

               (26,011)

 Contributed capital

                           -

                           -

                  31,512

                           -

                  31,512

 Balance, December 31, 2010

           55,500,000

                  55,500

                  13,045

               (74,244)

                 (5,699)

 Loss for the year ended December 31, 2011

                           -

                           -

                           -

               (41,374)

               (41,374)

 Contributed capital

                           -

                           -

                  37,016

                           -

                  37,016

Balance, December 31, 2011

           55,500,000

 $               55,500

 $               50,061

 $          (115,618)

 $            (10,057)


See accompanying notes to the financial statements.



15






IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Statements of Cash Flows


 

 For the Year Ended
December 31, 2011

 For the Year Ended
December 31, 2010

 For the Period from April 27, 2007 (Inception) to
December 31, 2011

 

 

 

 

 Cash flows from operating activities:

 

 

 

 Net loss

 $                  (41,374)

 $                  (26,011)

 $                (115,618)

 Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 Mining expense contributed by related party

                                -

                                -

                         2,500

 Change in operating liabilities:

 

 

 

 Increase (decrease) in accounts payable

                         4,358

                       (5,501)

                       10,057

 Net cash used in operating activities

                     (37,016)

                     (31,512)

                   (103,061)

 

 

 

 

 Cash flows from investing activities:

                                -

                                -

                                -

 Net cash provided by investing activities

                                -

                                -

                                -

 

 

 

 

 Cash flows from financing activities:

 

 

 

 Cash received from stock subscriptions receivable

                                -

                                -

                         9,250

 Contributed capital

                       37,016

                       31,512

                       93,811

 Net cash provided by financing activities

                       37,016

                       31,512

                     103,061

 

 

 

 

 Net increase in cash

                                -

                                -

                                -

 Cash at beginning of period

                                -

                                -

                                -

 Cash at end of period

 $                             -

 $                             -

 $                             -

 

 

 

 

 Supplemental Disclosures:

 

 

 

 Cash paid for interest

 $                             -

 $                             -

 $                             -

 Cash paid for income taxes

 $                             -

 $                             -

 $                             -


See accompanying notes to the financial statements.



16







IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Notes to the Financial Statements

For the Period from April 27, 2007 (Inception) to December 31, 2011


1)

ORGANIZATION


Formerly known as Adicus Energy Corporation, the Company was incorporated on April 27, 2007 in the State of Nevada.  In October, 2007, the Company changed its name to Iron Head Mining Corporation.  In March, 2009, the Company changed its name to The Connect Corporation.  The Company’s headquarters are based in the city of Saskatoon, Saskatchewan Canada.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is December 31.


Formerly an exploration stage company that primarily engaged in the acquisition, exploration, and development of resource properties, the Company is currently a development stage company that seeks to identify organizations that have attained critical mass thresholds of members, affiliates, and customers with established electronic communication and delivery systems.  The Company provides value added benefits to these organizations that can significantly enhance the financial well-being through the cost effective electronic installation of the Net Savings Connection web based savings system.  To date, the Company’s activities have been limited to its formation, minimal operations, and the raising of equity capital.


During 2011, the Company changed its name from The Connect Corporation to IFCI International Corporation in anticipation of a business purchase combination expected to occur in 2012.  The business purchase has not occurred as of the date of this report.


DEVELOPMENT STAGE COMPANY

 

The Company is considered to be in the development stage as defined in ASC 915 “Accounting and Reporting by Development Stage Enterprises.”  The Company’s efforts have been devoted primarily to raising capital, borrowing funds and attempting to implement its planned, principal activities.



17






IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Notes to the Financial Statements

For the Period from April 27, 2007 (Inception) to December 31, 2011



2)

SIGNIFICANT ACCOUNTING POLICIES


USE OF ESTIMATES


The preparation of the Company’s 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 amount of revenues and expenses

during the reporting period.  Actual results could differ from those estimates.  The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.


CASH AND CASH EQUIVALENTS


Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months at original purchase date, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $0 in cash and cash equivalents as of December 31, 2011 and 2010.


NET INCOME OR (LOSS) PER SHARE OF COMMON STOCK


The Company has adopted ASC 260 “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.


The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2011 and 2010:



18






IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Notes to the Financial Statements

For the Period from April 27, 2007 (Inception) to December 31, 2011


2)

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


 

 December 31, 2011

 December 31, 2010

 

 

 

 Net loss

 $       (41,374)

 $       (26,011)

 

 

 

 Weighted average shares outstanding (Basic)

     55,500,000

     55,500,000

 Options

                      -

                      -

 Warrants

                      -

                      -

 

 

 

 Weighted average shares outstanding (Diluted)

     55,500,000

     55,500,000

 

 

 

 Net loss per common share (Basic and Diluted)

 $           (0.00)

 $           (0.00)


The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.


CONCENTRATIONS OF CREDIT RISK


The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.



19






IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Notes to the Financial Statements

For the Period from April 27, 2007 (Inception) to December 31, 2011


2)

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Statement of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent Events,” SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140,” SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB Statement No. 162” were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.


Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2011-12 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.


FOREIGN CURRENCY TRANSLATION


Although the Company’s primary operations are based in Canada, the Company’s functional and reporting currency is the U.S. dollar.  Any transactions initiated in Canadian dollars are translated into U.S. dollars in accordance with SFAS No. 52, "Foreign Currency Translation" as follows:


i) Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.

ii) Equity at historical rates.

iii) Revenue and expense items at the average rate of exchange prevailing during the period.


Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of



20






IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Notes to the Financial Statements

For the Period from April 27, 2007 (Inception) to December 31, 2011


2)

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


comprehensive income or loss.  Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income.


For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date.  If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.


No significant realized exchange gain or losses were recorded from April 27, 2007 (Inception) to December 31, 2011.


3)

MINERAL CLAIM OPTION AGREEMENT


In January 2008, the Company entered into an option to purchase certain mineral claims (the “Option”) located in the Smithers Mining Region of British Columbia from the Company’s Assistant Secretary.  The Option provided for the Company to acquire a 100 percent undivided interest in and to the aforementioned mineral claims, free and clear of all charges, encumbrances, and claims in exchange for $2,500, and the payment of which was waived and treated as a capital contribution at December 31, 2008.  

The Option was terminable by the Company at its sole discretion upon giving proper notice to its Assistant Secretary of intent to terminate.


During the third quarter of 2008, the Company gave notice to its Assistant Secretary and the Option was terminated, thus nullifying any remaining option payments or exploration expenditures.    

 




21






IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Notes to the Financial Statements

For the Period from April 27, 2007 (Inception) to December 31, 2011


4)

STOCKHOLDERS’ EQUITY


AUTHORIZED STOCK


The Company has authorized 450,000,000 common shares with a par value of $.001 per share.  Each share entitles the holder to one vote, in person or proxy, on any matter on which action of the shareholders of the Company is sought.


SHARE ISSUANCES  


In February 2009, the Company’s Board of Directors elected to implement a 6 to 1 forward split of its common shares.  Prior to the forward split, the Company’s issued and outstanding common shares totaled 9,250,000, which represents common shares issued at $.001 per share, in exchange for $9,250.  As a result of the forward split, the Company’s common shares issued and outstanding increased to 55,500,000 common shares.  These increased amounts have been retrospectively applied to the Company’s financial statements for all periods presented.


CAPITAL CONTRIBUTIONS


During the years ended December 31, 2011 and 2010, the Company’s Assistant Secretary contributed $37,016 and $31,512, respectively.  These amounts represent payment on behalf of the Company of operating expenditures. Prior year’s contributions of $27,783 by the Assistant Secretary bring the total capital contributions to $96,311 by all officers as of December 31, 2011.  This amount has been included in additional paid-in capital, totaling $50,061 as of December 31, 2011.


5)

PROVISION FOR INCOME TAXES


The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under ASC 718-740-20 to give effect to the resulting temporary differences which may arise from differences in the basis of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.  





22






IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Notes to the Financial Statements

For the Period from April 27, 2007 (Inception) to December 31, 2011


5)

PROVISION FOR INCOME TAXES (CONTINUED)


Minimal development stage deferred tax assets arising as a result of net operating loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.  Operating loss carry forwards generated in 2011 and 2010 were $41,374 and $26,011, respectively, and will begin to expire in 2030.  Accordingly, deferred tax assets of approximately $14,481 and $9,104 were offset by a valuation allowance for each respective year.


The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1, on April 27, 2007. As a result of the implementation of ASC 740-10-65-1, the Company recognized approximately no increase in the liability for unrecognized tax benefits.


The Company has no tax position as of December 31, 2011 and 2010 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties as of December 31, 2011 and 2010. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended development stage activities.


6)

GOING CONCERN AND LIQUIDITY CONSIDERATIONS


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.  As of December 31, 2011, the Company has negative working capital of $10,057 and an accumulated deficit totaling $115,618.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.


The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, successfully implementing its newly adopted business plan and realizing




23






IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Notes to the Financial Statements

For the Period from April 27, 2007 (Inception) to December 31, 2011


6)

GOING CONCERN AND LIQUIDITY CONSIDERATIONS (CONTINUED)


profitability, as well as recurring operating cash flows.  In response to these factors, management intends to raise additional funds through public or private placement offerings, and to expedite to the extent possible the implementation of its newly adopted business plan.


These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.


7)

SUBSEQUENT EVENTS


The Company has evaluated its subsequent events from the balance sheet date through the date of this report and determined that there are no additional events to disclose.








24






ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


Not applicable.


ITEM 9A.

CONTROLS AND PROCEDURES


Evaluation of Our Disclosure Controls and Internal Controls


Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, or persons acting as such, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this annual report (the “Evaluation Date”).  Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.


Management’s Annual Report on Internal Control Over Financial Reporting


The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.  The internal control process has been designed, under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.  


Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.  Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2011 was effective.


Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.  In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework.   


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 rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.  






25






Officers’ Certifications


Appearing as exhibits to this Annual Report are “Certifications” of our Chief Executive Officer and Chief Financial Officer.  The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”).  This section of the Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification.  This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.


Changes in Internal Control Over Financial Reporting


There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2011 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.


ITEM 9B.

OTHER INFORMATION


Not applicable.


PART III


ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE


Executive Officers, Directors and Key Employees


Directors serve until the next annual meeting of the stockholders; until their successors are elected or appointed and qualified, or until their prior resignation or removal.  Officers serve for such terms as determined by our board of directors.  Each officer holds office until such officer’s successor is elected or appointed and qualified or until such officer’s earlier resignation or removal.  


The following table sets forth certain information, as of April 4, 2012, with respect to our directors and executive officers.


Name

Positions Held

Age

Date of Appointment

 

 

 

 

Ken Waters

Chairman of the Board

39

Since inception


Current officers/directors are expected to hold said offices/positions until the next annual meeting of our stockholders.  


Certain biographical information of our directors and officers is set forth below.


Mr. Ken Waters is our sole director and is currently acting as our sole officer.  Mr. Waters was appointed to these positions on January 15, 2008.  Mr. Waters holds a Bachelor of Arts and Sciences degree from the University of Saskatchewan.  In the last six years, Mr. Waters has been working as a hotel management consultant for several hotels in Western Canada’s oil and gas belt.  Mr. Waters presently devotes approximately 15% of his time to the business.





26






Term of Office


Our directors are elected for one-year terms, to hold office until the next annual general meeting of the stockholders, 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.


Significant Employees


We have no significant employees other than the officers and directors described above.


Employment Agreements


Our officers are our only employees and we do not have any employment agreements with them.


Audit Committee


We do not have a standing audit committee, an audit committee financial expert, or any committee or person performing a similar function.  We currently have limited working capital and no revenues.  Management does not believe that it would be in our best interests at this time to retain independent directors to sit on an audit committee.  If we are able to raise sufficient financing in the future, then we will likely seek out and retain independent directors and form an audit, compensation committee and other applicable committees.


Board of Directors


We do not have an independent director.  Our Directors are reimbursed, however, for expenses, if any, for attendance at meetings of the Board of Directors.  Our Board of Directors may designate from among its members an executive committee and one or more other committees but has not done so to date.  We do not have a nominating committee or a nominating committee charter.  Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders.  To date this has not been a problem as no security holders have made any such recommendations.  Our director performs all functions that would otherwise be performed by committees.  Given the present size of our board it is not practical for us to have committees.  If we are able to grow our business and increase our operations we intend to expand the size of our board and allocate responsibilities accordingly.


Compliance with Section 16(a) of the Exchange Act


Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Accordingly, our officers, directors and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.


Code of Ethics


As of December 31, 2011, we have not yet adopted a Code of Ethics.


ITEM 11.

EXECUTIVE COMPENSATION


(a) No officer or director of the Company is receiving any remuneration at this time.



27






(b) There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the corporation or any of its subsidiaries.


(c) No remuneration is proposed to be paid in the future directly or indirectly by the corporation to any officer or director under any plan which presently exists.

Director Compensation

The members of the Company’s Board of Directors do not receive compensation, as such, at this time, but are paid consulting fees for specific services as incurred.

Stock Option Grants


As of the date of this Report, the Company has not granted any stock options.


Employment Agreements


We do not have any employment or consultant agreements.


Indemnification


Under our bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest.  We may advance expenses incurred in defending a proceeding.  To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees.  With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order.  The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.


Regarding indemnification for liabilities arising under the Securities Act, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.


ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The following table sets forth, as of December 31, 2011, the beneficial ownership of our common stock by our officers and directors, and any shareholders who beneficially own more than 5% of our common stock.  Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 55,500,000 shares of common stock issued and outstanding on December 31, 2011.








28








Name and Address of Beneficial Owner

Number of Shares of Common Stock

Percentage Ownership of Common Stock

Ken Waters

2118 – 102nd Cresc.

North Battleford, SK

Canada, S9A 1J5

12,000,000

21.6%

 

 

 

Directors and Officers as a Group (1)

12,000,000

21.6%



Securities Authorized for Issuance Under Equity Compensation Plans


We have not adopted any equity compensation plans since our inception.


ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE


Other than as set forth in this section, none of the following parties has, since our date of incorporation, any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:


*     Our director or officer;

*     Any person proposed as a nominee for election as a director;

*     Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

*     Any of our promoters;

*     Any relative or spouse of any of the foregoing persons who has the same house as such person.


ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


Audit Fees.


The aggregate fees billed to us by our principal accountant for services rendered during the fiscal year ended December 31, 2011 and 2010 is set forth in the table below:


Fee Category

Fiscal year ended

December 31, 2011

Fiscal year ended

December 31, 2010

 

 

 

Audit fees (1)

$13,000

$10,250

Audit-related fees (2)

0

0

Tax fees (3)

1,000

$1,000

All other fees (4)

0

0

Total fees

$14,000

$11,250


(1) Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.




29






(2) Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under “Audit fees.”


(3) Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.


(4) All other fees consist of fees billed for all other services.


Audit Committee’s Pre-Approval Practice.  


We do not have an audit committee.  Our board of directors performs the function of an audit committee.  Section 10A(i) of the Securities Exchange Act of 1934, as amended, prohibits our auditors from performing audit services for us as well as any services not considered to be audit services unless such services are pre-approved by our audit committee or, in cases where no such committee exists, by our board of directors (in lieu of an audit committee) or unless the services meet certain de minimis standards.



PART IV


ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


Exhibits


The following exhibits are included as part of this report:


Exhibit No.

 

Description

 

 

 

3.1

 

Articles of Incorporation of Registrant (1)

 

 

 

3.2

 

By-Laws of Registrant (1)

 

 

 

31.1

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer

 

 

 

32.1

 

Rule 1350 Certification of Chief Executive and Financial Officer

 

 

 

101.INS

 

XBRL Instance (2)

 

 

 

101.SCH*

 

XBRL Taxonomy Extension Schema(2)

 

 

 

101.CAL*

 

XBRL Taxonomy Calculation(2)

 

 

 

101.DEF*

 

XBRL Taxonomy Definition(2)

 

 

 

101.LAB*

 

XBRL Taxonomy Labels(2)

 

 

 

101.PRE*

 

XBRL Taxonomy Presention(2)


(1)

Filed with the Securities and Exchange Commission on May 30, 2008 as an exhibit, numbered as indicated above, to the Registrant’s registration statement on the Registrant’s



30






Registration Statement on Form S-1 (file no. 333-151312), which exhibit is incorporated herein by reference.

(2)

XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.




31






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.


Date:  April 13, 2012

IFCI INTERNATIONAL CORP.



By  /s/ Ken Waters

Name:

Ken Waters

Title:

Acting Principal Accounting and Financial Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date


/s/ Ken Waters


Acting Principal Accounting and Financial Officer, Chairman


April 13, 2012

Ken Waters