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EXCEL - IDEA: XBRL DOCUMENT - International Gold Corp.Financial_Report.xls
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - International Gold Corp.item_31-1.htm
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 FOR THE CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER - International Gold Corp.item_32-1.htm

 

 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
   
 
FORM 10-Q
   
x
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
 
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012
   
OR
 
 
  
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
EXCHANGE ACT OF 1934
 
   
 
Commission file number 333-123134

 
INTERNATIONAL GOLD CORP.

 (Exact name of registrant as specified in its charter)
 
NEVADA

 (State or other jurisdiction of incorporation or organization)
 
1111 West Georgia Street, Suite 1720
Vancouver, British Columbia
Canada V6E 4M8

 (Address of principal executive offices, including zip code.)
 
(604) 687-0760

 (telephone number, including area code)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.  YES x NO o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer
 
o
 
Accelerated Filer
 
o
 
Non-accelerated Filer
o
Smaller Reporting Company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.  YES x NO o
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 9,604,000 as of October 28, 2012.
 


 
1

 
 



 
TABLE OF CONTENTS
 
   
Page
 
 
       
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2

 
 




ITEM 1.  FINANCIAL STATEMENTS.















INTERNATIONAL GOLD CORP.


INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
 (Unaudited)
 (Stated in U.S. Dollars)























 


 
3

 
 


 

INTERIM BALANCE SHEETS
 (Stated in U.S. Dollars)
 
             
   
SEPTEMBER 30
   
DECEMBER 31
 
   
2012
   
2011
 
   
(Unaudited)
       
ASSETS
           
             
Current
           
Cash
 
$
170
   
$
759
 
Amounts receivable
   
27,489
     
9,144
 
Due from related parties
   
9,705
     
-
 
   
$
37,364
   
$
9,903
 
                 
LIABILITIES
               
                 
Current
               
Accounts payable and accrued liabilities
 
$
148,863
   
$
117,680
 
Loans payable
   
90,920
     
112,289
 
Amounts due to related party
   
-
     
41,974
 
Promissory notes due to related party
   
7,064
     
6,579
 
     
246,847
     
278,522
 
Contractual Obligations And Commitments (Note 6)
               
Subsequent Events (Note 8)
               
                 
STOCKHOLDERS’ DEFICIENCY
               
                 
Capital Stock
               
Authorized:
               
   100,000,000 voting common shares with a par value of $0.00001 per share
               
                 
Issued:
               
   9,604,000 common shares at September 30, 2012 and 6,250,000 common shares at December 31, 2011
   
96
     
63
 
                 
Additional Paid-In Capital
   
333,154
     
165,487
 
Shares To Be Issued
   
81,500
     
10,000
 
Accumulated Deficit
   
(624,233
)
   
(444,169
)
     
(209,483
)
   
(268,619
)
                 
   
$
37,364
   
$
9,903
 
                 




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

 


 
4

 
 



INTERNATIONAL GOLD CORP.

(Unaudited)
 (Stated in U.S. Dollars)



                         
   
THREE MONTHS ENDED
   
NINE MONTHS ENDED
 
   
SEPTEMBER 30
   
SEPTEMBER 30
 
   
2012
   
2011
   
2012
   
2011
 
                         
Revenue
 
$
-
   
$
-
   
$
-
   
$
-
 
                                 
Operating Expenses
                               
Consulting services
   
27,000
     
-
     
72,000
     
-
 
Corporate support services
   
8,963
     
12,305
     
28,958
     
21,222
 
Interest, bank and finance charges
   
4,505
     
2,558
     
15,453
     
14,057
 
Mineral property costs
      -
 
   
8,500
        -
 
   
8,500
 
Office, foreign exchange and sundry
   
5,431
     
(5,037
)
   
9,519
     
1,508
 
Professional fees
   
4,750
     
14,978
     
43,218
     
38,587
 
Transfer and filing fees
   
5,224
     
7,493
     
10,916
     
11,001
 
     
55,873
     
40,797
     
180,064
     
94,875
 
                                 
Operating Loss, Before Other Income (Expense)
 
$
(55,873
)
 
$
(40,797
)
 
$
(180,064
)
 
$
(94,875
)
                                 
Other Income (Expense)
                               
Gain resulting from debt forgiveness
      -
 
   
56,281
     
-
     
56,281
 
Impairment of loan advance
      -
 
   
(10,000
)
   
-
     
(10,000
)
                                 
Net (Loss) Income For The Period
   
(55,873
)
   
5,484
     
(180,064
)
   
(48,594
)
                                 
Basic And Diluted (Loss) Earnings Per Common Share
 
$
(0.01
)
 
$
0.00
   
$
(0.03
)
 
$
(0.01
)
                                 
Weighted Average Number Of Common  Shares Outstanding
   
8,729,043
     
6,250,000 
     
7,082,380
     
6,096,154 
 
                                 
















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

 


 
 
5

 
 



INTERNATIONAL GOLD CORP.

(Unaudited)
(Stated in U.S. Dollars)



             
   
NINE MONTHS ENDED
 
   
SEPTEMBER 30
 
   
2012
   
2011
 
             
 Cash Provided By (Used In)
           
             
Operating Activities
           
Net loss for the period
 
$
(180,064
)
 
$
(48,594
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Accrued interest payable
   
7,128
     
3,043
 
Gain resulting from debt forgiveness
   
-
     
(56,281
)
Impairment of loan advance
   
-
     
10,000
 
Non-cash finance fees
   
-
     
6,250
 
Non-cash mineral property cost
   
-
     
8,500
 
Loss (gain) on foreign exchange
   
488
     
(1,023
)
Net changes in non-cash operating working capital items:
               
Amounts receivable
   
(18,345
)
   
(1,390
)
Accounts payable and accrued liabilities
   
31,183
     
42,509
 
     
(159,610
)
   
(36,986
)
Investing Activities
               
Loan receivable
   
-
     
(75,000
)
     
-
     
(75,000
)
Financing Activities
               
Issuance of common stock subscriptions
   
210,700
     
10,000
 
(Repayments to) advances from related parties
   
(51,679
)
   
11,955
 
Advances from loans payable
   
-
     
89,813
 
     
159,021
     
111,768
 
                 
Net Decrease In Cash
   
(589
)
   
(218
)
                 
Cash, Beginning Of Period
   
759
     
1,981
 
                 
Cash, End Of Period
 
$
170
   
$
1,763
 
                 
Supplemental Disclosure Of Cash Flow Information
               
     Cash paid during the period for:
               
        Interest
 
$
-
   
$
-
 
        Income taxes
 
$
-
   
$
-
 
                 
Non-cash Financing Activity
               
Common shares issued as financing fee
 
$
-
   
$
6,250
 
                 

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






 
 
6

 
 



CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
(Unaudited)
(Stated in U.S. Dollars)


1. 
BASIS OF PRESENTATION AND NATURE OF OPERATIONS

Organization

International Gold Corp. (“the Company”) was incorporated in the State of Nevada, U.S.A., on December 9, 2004.  The Company’s principal executive offices are located in Vancouver, British Columbia, Canada.  The Company was originally formed for the purpose of acquiring exploration stage natural resource properties. The Company currently has no properties, is not conducting any exploration work and is currently not in the “exploration stage”.  The Company has not yet realized any revenues from its operations.    

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

The future of the Company is dependent upon its ability to establish a business and to obtain new financing to execute a business plan. As shown in the accompanying financial statements, the Company has incurred accumulated losses of $624,233 for the period from December 9, 2004 (inception) to September 30, 2012, and has had no revenue.  There is no assurance that management’s plans to seek additional capital through private placements of its common stock will be realized, and these factors cast substantial doubt upon the use of the going concern assumption. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Basis of Presentation

The unaudited financial information furnished herein reflects all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented.  These third quarter financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s report on Form 10-K for the year ended December 31, 2011.  The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding fiscal year, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context.  Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s financial statements for the fiscal year ended December 31, 2011, has been omitted.  The results of operations for the nine month period ended September 30, 2012 are not necessarily indicative of results for the entire year ending December 31, 2012.



 


 
 
7

 
 



INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
 (Unaudited)
(Stated in U.S. Dollars)


2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.  All dollar amounts are in U.S. dollars unless otherwise noted.

The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

 
a)
Exploration Stage Enterprise

The Company’s financial statements have been prepared using the accrual method of accounting and according to the provisions of Accounting Standards Codification (“ASC”) Topic 915, Development Stage Entities. To the end of the prior fiscal year, the Company had devoted substantially all of its efforts to acquiring and exploring mineral properties. It currently has no properties and no exploration program.

 
b)
Mineral Property Costs

The Company no longer has any mineral properties. Mineral property exploration costs were expensed as incurred. Mineral property acquisition costs were initially capitalized when incurred.  The Company assessed the carrying costs for impairment at each fiscal quarter end.  If it had been determined that a mineral property could be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property would be capitalized. Such costs would be amortized using the unit-of-production method over the estimated life of the probable reserve.  If mineral properties were subsequently abandoned or impaired, any capitalized costs would be charged to operations.

 
c)
Long-lived Assets

The Company currently has no long-lived assets. If it acquires any, the Company will test long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

 
d) 
Asset Retirement Obligations

Asset retirement obligations, including environmental expenditures, that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when retirement obligations, including environmental assessments and/or remedial efforts, are probable, and the cost can be reasonably estimated. The Company has no asset retirement obligations.



 
8

 
 


INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
 (Unaudited)
(Stated in U.S. Dollars)


2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
e) 
Cash and Cash Equivalents

Cash consists of cash on deposit with high quality major financial institutions, and to date, the Company has not experienced losses on any of its balances.  The carrying amounts approximated fair market value due to the liquidity of these deposits.  For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of 90 days or less to be cash equivalents.

 
f)
Foreign Currency Accounting

The Company’s functional currency is the U.S. dollar.  Head office financing and investing activities are generally in Canadian dollars. Transactions in Canadian currency are translated into U.S. dollars as follows:

 
i)
monetary items at the exchange rate prevailing at the balance sheet date;
 
ii)
non-monetary items at the historical exchange rate; and
 
iii)
revenue and expense items at the rate in effect of the date of transactions.

Gains and losses arising on the settlement of foreign currency denominated transactions or balances are recorded in the statements of operations.

 
g)
Fair Value of Financial Instruments

ASC Topic 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value.  The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:

 
Level 1 – defined as observable inputs such as quoted prices in active markets;
 
Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
 
Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
 
Cash consists of cash on deposit with a high quality major financial institution. The carrying cost approximates fair value due to the liquidity of these deposits.  The carrying amounts of other financial assets and liabilities comprising amounts receivable, due from related parties, accounts payable and accrued liabilities, loans payable and amounts due to related party, were reasonable approximations of their fair value.

 
h)
Use of Estimates and Assumptions

The preparation of financial statements, in conformity with United States generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures.  By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant.  Significant areas requiring management’s estimates and assumptions are determining the fair value of transactions involving common stock, valuation and impairment losses on mineral property acquisitions and values recorded for related party transactions.  Actual results may differ from the estimates.



 
9

 
 

INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
 (Unaudited)
(Stated in U.S. Dollars)


2. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
i)
Basic and Diluted Loss Per Share

The Company reports basic loss per share in accordance with ASC Topic 260, “Earnings Per Share”.  Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding during the period.  Diluted loss per share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares issuable in connection with options or warrants had been issued and if the additional common shares were dilutive. For periods in which net losses are generated, the basic and diluted loss per share are the same, as any exercise of options or warrants would be anti-dilutive. The Company has no stock option plan, warrants or other dilutive securities.

 
j) 
Stock-based Compensation

The Company adopted ASC Topic 718, “Compensation – Stock Compensation”, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments for the enterprise, or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments.  The Company uses the Black-Scholes option-pricing model to determine the fair-value of these transactions.  To September 30, 2012, the Company has not granted any stock options.

 
k) 
Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes.  This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes.  If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

 
l) 
Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date.  Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial statements upon adoption.


3. 
CAPITAL STOCK

During the nine months ended September 30, 2012, in connection with a private placement of $0.05 shares:
 
The Company received payments totaling $129,200 as subscriptions for 2,584,000 shares of its common stock.
 
Loans totaling $22,500 Canadian were converted to a subscription for 450,000 shares of common stock.
 
A loan together with interest totaling $6,000 was converted to a subscription for 120,000 shares of common stock.

On July 24, 2012, the Company issued 3,354,000 shares of its common stock in return for the share subscriptions above totaling $157,700, together with a July, 2011 subscription totaling $10,000.

During the nine months ended September 30, 2012, in connection with a private placement of $0.20 shares, the Company received payments totaling $81,500 as subscriptions for 407,500 shares of its common stock.

Subsequent to September 30, 2012, in connection with the $0.20 private placement, the Company received a further $111,000 as subscriptions for 555,000 shares of its common stock. No shares have yet been issued in connection with the $0.20 private placement.

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


 
10

 
 


INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
 (Unaudited)
(Stated in U.S. Dollars)


4.
LOANS PAYABLE

The Company has loans as follows:

 
i.
$5,000: unsecured, interest at 15% per annum, due on April 20, 2012. The loan has not been repaid and the repayment terms will need to be renegotiated with the lender. The loan was originally $10,000. During the nine months ended September 30, 2012, loan principal of $5,000 together with accrued loan interest of $1,000 was converted to a subscription for 120,000 shares of the Company’s common stock. Those shares were issued on July 24, 2012.

 
ii.
$75,000: unsecured, interest at 10% per annum, due on August 2, 2011. The loan has not been repaid and the repayment terms will need to be renegotiated with the lender. In 2011, the Company issued 250,000 shares of its common stock as additional consideration for receiving the loan.

During the nine months ended September 30, 2012:

 
Interest totaling $6,128 (2011 - $2,896) was accrued on loan amounts;
 
Loans totaling $22,500 Canadian were converted to a subscription for 450,000 shares of the Company’s common stock. Those shares were issued on July 24, 2012.


5.
RELATED PARTY TRANSACTIONS AND AMOUNTS DUE

Transactions with related parties were in the normal course of operations and have been valued in these financial statements at the exchange amount, which is the amount of consideration agreed to and established by the related parties.

 
a)
Amounts Due from / to Related Party

At September 30, 2012, the Company was owed $9,705 by the sole director and officer of the Company and a company or companies controlled by this director. This amount was comprised of unsecured, non-interest bearing amounts with no specific terms of repayment. At December 31, 2011, amounts of the same type totaling $41,974 were due from the Company to that director, or companies controlled by that director.

Other amounts due to the above-noted related party and included in accounts payable totaled $32,201 at September 30, 2012 and $35,049 at December 31, 2011.

 
b) 
Promissory Notes Due to Related Party

The Company was indebted to a company controlled by the sole director and officer of the Company at September 30, 2012 for unsecured promissory notes, due on demand, bearing interest at 8% per annum, totaling $7,064, including accrued interest  of $1,108 (December 31, 2011: $6,579, including accrued interest of $736).


6.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS

A consulting agreement was executed by the Company for the provision of corporate compliance services, administrative services, provision of a head office address, and bookkeeping, dated for reference January 1, 2011. The agreement calls for a monthly fee of $3,000 (Canadian) plus applicable taxes. In recognition of the Company’s constrained financial condition, the consultant agreed to forego regular monthly fees in 2011 and accepted seven months’ fees to December 31, 2011 totaling $18,208. In the period ended September 30, 2012, regular monthly fees commenced which, together with a one-time payment of $2,000 in recognition of 2011 payments foregone, totaled $28,958. The agreement remains in effect until terminated by either party on one month’s notice. In the event that the Company terminates the agreement other than for cause, the Company is required to pay two months’ fees as a termination fee.


 
11

 
 


INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
 (Unaudited)
(Stated in U.S. Dollars)


6.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS (Continued)


On February 21, 2012 a consulting agreement was executed between the Company and another company controlled by the sole director and officer of the Company, effective January 1, 2012 for a term of 48 months, whereby the other company has agreed to provide the services of its shareholder as the Company’s CEO, COO, CFO and Corporate Secretary.  As compensation, the Company is to pay $90,000 per annum, in equal monthly installments of $7,500, in arrears, plus applicable taxes.  The Company has also agreed to reimburse reasonable business and/or entertainment and automobile expenses during the duration of the consulting agreement. The agreement may be terminated by either party on thirty days’ notice. In the event that the agreement is terminated on a change of control of the Company or, other than for cause, the consultant is entitled to a severance payment equivalent to twelve months of fees. Effective July 1, 2012, the compensation rate is being amended to $108,000 per annum, in equal monthly installments of $9,000 in arrears, plus applicable taxes.

On July 15, 2012, the Company entered into a Letter of Intent (the “LOI”) with SignalChem Lifesciences Corporation, a private company incorporated in the Province of British Columbia, Canada (“SLC”), with respect to the proposed exchange of all of the issued and outstanding shares of SLC. Pursuant to the terms of the LOI, as consideration for the acquisition of all of the issued and outstanding securities of SLC, the Company agreed to issue 40,000,000 shares of its common stock to the SLC shareholders. Closing of the transaction is subject to a number of conditions including: satisfactory completion of due diligence by both parties; obtaining all necessary governmental, regulatory and third party consents, waivers and approvals; and completion of an interim financing with proceeds intended to be used to fund working capital of the Company. There is no assurance that the transaction will be completed as planned or at all.


7.
FAIR VALUE OF ASSETS AND LIABILITIES

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. U.S. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820-10 Fair Value Measurements also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are:

Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 assets and liabilities include debt and equity securities traded in an active exchange market, as well as U.S. Treasury securities.

Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Valuation is determined using model-based techniques with significant assumptions not observable in the market.





 
12

 
 


INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
 (Unaudited)
(Stated in U.S. Dollars)


7.
FAIR VALUE OF ASSETS AND LIABILITIES (Continued)

The following tables present information about the Company’s financial instruments that have been measured at fair value as of September 30, 2012 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair values:

   
LEVEL
   
HELD-FOR- TRADING
       
TOTAL
CARRYING
VALUE
   
FAIR VALUE
 
Financial assets
                           
Cash
   
1
   
$
170
       
$
170
   
$
170
 

   
LEVEL
   
OTHER
FINANCIAL
LIABILITIES
   
TOTAL
CARRYING
VALUE
   
FAIR VALUE
 
Financial liabilities
                       
Loans payable, including interest
   
2
   
$
90,920
   
$
90,920
   
$
90,920
 
Promissory notes due to related party, including interest
   
2
     
7,064
     
7,064
     
7,064
 
           
$
97,984
   
$
97,984
   
$
97,984
 

The carrying amount of level 1 and level 2 financial instruments approximates fair value because of the short maturity of the instruments.

The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company’s policy is to recognize transfers into and out of levels within the fair value hierarchy at the end of the fiscal quarter in which the actual event or change in circumstances that caused the transfer occurs. There were no significant transfers between Level 1, Level 2, or Level 3 during the nine month period ended September 30, 2012. The Company has no Level 3 financial assets or liabilities.

8.
SUBSEQUENT EVENTS

Management has evaluated subsequent events and the impact on the reported results and disclosures and has concluded that no other significant events require disclosure as of the date these financial statements were issued.

 
13

 
 


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

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
 
Plan of Operation
 
We are currently considered a “shell” company inasmuch as we are not generating revenues, do not own an operating business, and have no specific plan other than to engage in a merger or acquisition transaction with an operating company or business. We have no employees and minimal cash.

Our plan is to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction with a corporation, partnership, or other operating business entity desiring the perceived advantages of becoming a publicly reporting and publicly held corporation. We have no operating business, and conduct minimal operations necessary to meet regulatory requirements. Our ability to commence any operations is contingent upon obtaining adequate financial resources.

We may consider a business which has recently commenced operations and is seeking to develop a new product or service, or a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering. Alternatively, we may consider acquiring a project that is no longer aligned with the strategic direction of the business in which it was developed.

We are not currently engaged in any business activities that provide cash flow. The costs of meeting our regulatory and reporting requirements, as well as the costs of investigating and analyzing potential business combinations or projects for the next twelve months will need to be funded through sales of our common stock and/or loans.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. We have not generated any revenues and no revenues are anticipated until after we engage in a merger or acquisition transaction. We cannot currently estimate the timing of any possible future revenues. We currently have no definitive agreements or understandings with any prospective business combination or project candidates and there are no assurances that we will find a suitable business with which to combine or project to acquire. The implementation of our business objectives is wholly contingent upon a business combination or project acquisition and/or the successful sale of our securities. We intend to utilize the proceeds of any offering, any sales of equity securities or debt securities, bank and other borrowings or a combination of those sources to effect a business combination or project acquisition which we believe has significant growth potential. There is no certainty that we will be able to complete any of those steps. Our only sources for cash at this time are loans, or investments by others in a public offering or a private placement.

We have no employees. The services of our president and CEO, Robert M. Baker, are provided through a consulting agreement effective January1, 2012 with a company owned by Mr. Baker. We expect to use outside consultants, advisors, attorneys and accountants as necessary, none of whom will be hired on a retainer basis. We do not anticipate hiring any full-time employees so long as we are seeking and evaluating business opportunities.

The time and costs required to select and evaluate a target business or project (including conducting a due diligence review) and to structure and consummate the business combination or project acquisition (including negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable corporate and securities laws) cannot be determined at this time. Our president will devote such time as he deems reasonably necessary to carry out our business and affairs. The amount of time devoted to our business and affairs may vary significantly depending upon, among other things, whether we have identified a target business or project or are engaged in active negotiation of a business combination or project acquisition.
 
We anticipate that various prospective target businesses or projects will be brought to our attention from various sources, including securities broker-dealers, investment bankers, venture capitalists, bankers and other members of the financial community.
 
 

 
14

 
 


ITEM 2. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Proposed Business Acquisition

On July 15, 2012, we entered into a Letter of Intent (the “LOI”) with SignalChem Lifesciences Corporation, a private company incorporated in the Province of British Columbia, Canada (“SLC”), with respect to the proposed exchange of all of the issued and outstanding shares of SLC.

The Management Discussion and Analysis section of our report filed on Form 10-Q for the period ended June 30, 2012 contains detailed information about SLC in the following categories:
 
Overview
 
Bioreagent business
 
Capabilities and resources
 
Directors and management team
 
Business model
 
Intellectual property and competitive barriers to entry

If the transaction is completed, pursuant to the terms of the LOI, as consideration for the acquisition of all of the issued and outstanding securities of SLC, we will issue 40,000,000 new shares of our common stock to the SLC shareholders. Closing of the transaction is subject to a number of conditions including: satisfactory completion of due diligence by both parties; obtaining all necessary governmental, regulatory and third party consents, waivers and approvals; and completion of an interim financing with proceeds intended to be used to fund our working capital. There is no assurance that the transaction will be completed as planned or at all.

Limited Operating History; Need for Additional Capital

There is not sufficient historical financial information about us upon which to base an evaluation of our performance.  We are considered a shell company and have not generated any revenues from operations.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including, without limitation, the items listed in Item 1A RISK FACTORS in our report filed on Form 10-K for the year ended December 31, 2011.

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 our operations.





 
15

 
 


ITEM 2. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Results of Operations

To September 30, 2012

The following summary of our results of operations should be read in conjunction with our financial statements for the period ended September 30, 2012 which are included with this Report.
 
 
   
Three Months Ended September 30
 
Change
 
   
2012
   
2011
 
Amount
 
Percentage
 
Revenue
 
$
-
   
$
-
   
$
-
   
 -
 
Operating Expenses
   
55,873
     
40,797
     
15,076
   
 37%
 
Other Income
   
-
     
(46,281
)
   
46,281
   
(100%
)
     
55,873
     
(5,484
)
   
61,357
   
1,119%
 
Net (Loss) Income
 
$
(55,873
)
 
$
5,484
   
$
(61,357
)
   
(1,119%
)
                     
 
 
   
Nine Months Ended September 30
 
Change
 
   
2012
   
2011
 
Amount
 
Percentage
 
Revenue
 
$
-
   
$
-
   
$
-
     
  -
 
Operating Expenses
   
180,064
     
94,875
     
85,189
     
  90%
 
Other Income
   
-
     
(46,281
)
   
46,281
     
(100%
)
     
180,064
     
48,594
     
131,470
     
271%
 
Net (Loss)
 
$
(180,064
)
 
$
(48,594
)
 
$
(131,470
)
   
271%
 
                     
Revenues

We have had no operating revenues since our inception on December 9, 2004. We recorded a net loss of $55,873 for the three month period ended September 30, 2012 and have an accumulated deficit of $624,233. The 2011 period included a gain resulting from debt forgiveness of approximately $56,000 and an impairment of loan advance of $10,000, resulting in a decrease in the 2011 net loss of approximately $46,000. There were no equivalent items in 2012. We have no way to generate any revenue until after we are able to effect a business combination or project acquisition. The possibility and timing of revenue being generated after that cannot be predicted at this time. While we have identified a proposed business acquisition (see discussion above re. SLC), there is no assurance that the transaction will be completed as planned or at all.

Expenses – Three months ended September 30, 2012 and 2011

Notable period over period differences are as follows:

   
Three Months Ended September
   
Change
 
   
2012
   
2011
   
Amount
   
Percentage
 
Consulting services
 
$
27,000
   
$
-
   
$
27,000
     
-
 
Corporate support services
 
$
8,963
   
$
12,305
   
$
(3,342
)
   
(27%
)
Interest, bank and finance charges
 
$
4,505
   
$
2,558
   
$
1,947
     
76%
 
Mineral property costs
 
$
-
   
$
8,500
   
$
(8,500
)
   
(100%
)
Office, foreign exchange and sundry
 
$
5,431
   
$
(5,037
)
 
$
10,468
     
208%
 
Professional fees
 
$
4,750
   
$
14,978
   
$
(10,228
)
   
(68%
)
Transfer and filing fees
 
$
5,224
   
$
7,493
   
$
(2,269
)
   
(30%
)

 
§
Consulting services in the current period relate to fees for services of our president under the terms of a contract which commenced January 1, 2012.
 
§
Corporate support services in the third quarter of 2011 included costs for May and June, 2011 that had not previously been invoiced or accrued.
 
§
Interest, bank and finance charges were higher in 2012 primarily due increased interest accumulated on a higher 2012 payables balance.
 
§
A mineral claim interest was expensed and charged to Mineral property costs in 2011 when the company decided not to pursue exploration activities on that claim.

 
16

 
 


ITEM 2. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

 
§
Office, foreign exchange and sundry increased primarily due to a foreign exchange loss in the 2012 period, versus a gain in the equivalent period in the prior year, together with parking expenses paid in connection with the 2012 consulting contract for CEO services.
 
§
Professional fees decreased primarily due to a one-time 2011 legal cost in connection with securities regulatory filings, with no equivalent in 2012.
 
§
Transfer and filing fees decreased primarily due to set-up costs in the 2011 quarter in connection the SEC’s new XBRL filing requirements, not repeated in the 2012 quarter.

Balance Sheet at September 30, 2012 and December 31, 2011

Items with notable period-end differences are as follows:

   
September 30
   
December 31
   
Change
 
   
2012
   
2011
   
Amount
   
Percentage
 
Amounts receivable
 
$
27,489
   
$
9,144
   
$
18,345
     
201%
 
Due from related parties
 
$
9,705
     
-
   
$
9,705
         
Accounts payable and accrued liabilities
 
$
148,863
   
$
117,680
   
$
31,183
     
26%
 
Loans payable
 
$
90,920
   
$
112,289
   
$
(21,369
)
   
(19%
)
Amounts due to related party
 
$
-
   
$
41,974
   
$
(41,974
)
   
(100%
)
Additional paid-in capital
 
$
333,154
     
165,487
   
$
167,667
     
101%
 
Shares to be issued
 
$
81,500
   
$
10,000
   
$
71,500
     
715%
 

 
§
Amounts receivable increased due to the accrual of recoverable goods and services taxes in 2012.
 
§
Amounts due from related parties increased with payments to our president in 2012. Note that we are indebted to a company controlled by our president in the amount of $7,064.
 
§
Accounts payable and accrued liabilities increased mainly due to accrued accounting fees and related interest, plus accrued fees for corporate support services.
 
§
Loans payable decreased primarily due to a conversion in 2012 of a loan into a subscription for shares, offset slightly by accrued interest on loan balances remaining.
 
§
Amounts due to related party decreased as a result of repayments made during 2012 of loans from our president.
 
§
Additional paid-in capital increased in 2012 as a result of shares of our common stock with a par value of $33 being issued in July, 2012 for paid subscriptions totaling $167,700.
 
§
Shares to be issued increased due to receipt in the 2012 period of amounts totaling $81,500 as subscriptions for 407,500 shares of our common stock. Those shares have yet to be issued. $10,000 was received in 2011 as a subscription for 200,000 shares of our common stock. Those shares were issued in July, 2012, decreasing the balance in Shares to be issued.
 
Liquidity and Capital Resources

As of September 30, 2012, our total assets were $37,364, our total liabilities were $246,847, and we had cash of $170.

Our working capital as at September 30, 2012 and December 31, 2011 and the changes between those dates are summarized as follows:
 
   
September 30
   
December 31
   
Increase/(Decrease)
 
   
2012
   
2011
   
Amount
   
Percentage
 
Current Assets
 
$
37,364
     
9,903
   
$
27,461
     
277%
 
Current Liabilities
   
246,847
     
278,522
     
(31,675
)
   
(11%
)
Working Capital (Deficiency)
 
$
(209,483
)
   
(268,619
 
$
59,136
     
22%
 

The decrease in our working capital deficiency from December 31, 2011 to September 30, 2012 was primarily due to the following:
 
§
an increase in accrued recoverable goods and services taxes of approximately $18,000;
 
§
receipt of funds in connection with a private placement of our stock, which allowed repayment of approximately $42,000 to a related party and advances of approximately $10,000;
 
§
conversion of loans payable of approximately $22,000 to a subscription for shares of our common stock;
 
§
with the above items offset by an increase in accrued payables of approximately $31,000.
 

 
17

 
 

 
ITEM 2. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Cash Flows
   
Nine Months Ended September 30
   
Increase/(Decrease)
 
   
2012
   
2011
   
Amount
   
Percentage
 
Cash Flows (Used In) Provided By:
                       
Operating Activities
 
$
(159,610
)
   
(36,986
)
 
$
(122,624
)
   
332%
 
Investing Activities
   
-
     
(75,000
)
   
75,000
     
(100%
)
Financing Activities
   
159,021
     
111,768
     
47,253
     
42%
 
                                 
Net increase (decrease) in cash
 
$
(589
)
   
(218
)
 
$
(371
)
   
(170%
)

 
Cash Used In Operating Activities
 
Operating expenses were higher by approximately $85,000 in the current nine month period than in the equivalent period last year. This was primarily due to consulting services that were new this year of $72,000, increased corporate support services of approximately $8,000, and increased professional fees of approximately $5,000. The decrease in mineral property costs was offset by the increase in office, foreign exchange and sundry costs. Discussion of changes in those two items is included above, under Expenses.

The 2011 period included a gain resulting from debt forgiveness of approximately $56,000 and an impairment of loan advance of $10,000, resulting in a decrease in the 2011 net loss of approximately $46,000. There were no equivalent items in 2012. The year over year difference in those items, together with the increase of $85,000 in operating expenses noted above, resulted in the net loss in 2012 being approximately $131,000 higher than in 2011.

Various non-cash changes that impacted the net loss (e.g. changes in Amounts receivable, Accounts payable, Accrued interest payable, Non-cash finance fees, and Loss on foreign exchange, etc.) increased year over year by approximately $9,000. In 2011, the adjustments to net loss for non-cash items included amounts for the gain resulting from debt forgiveness and the impairment of loan advance noted above. As a result, the total increase in cash used in operating activities was approximately $123,000.

 
Cash Used in Investing Activities
 
In 2011, we paid $75,000 as a deposit on a mineral property. There was no equivalent item in 2012.

 
Cash Provided By Financing Activities
 
The increase in cash of approximately $47,000 provided by financing activities was due to the receipt of subscriptions for our common stock being higher in 2012 than in 2011 by approximately $201,000, which was offset by;
 
repayments and advances to a related party of approximately $52,000 in 2012, compared to approximately $12,000 in advances from the related party in 2011, being a decrease of approximately $64,000 year over year and;
 
no loan advances in 2012, compared to advances of approximately $90,000 in 2011, being a decrease of approximately $90,000.

As of the date of this report, we have yet to generate any revenues from our business operations. Our ability to generate adequate amounts of cash to meet our needs is entirely dependent on the issuance of shares, debt securities, or loans.

Our principal source of working capital has been in the form of loans and capital contributions from our shareholders or management, loans from third parties, and funds received as subscriptions for our common stock. For the foreseeable future, we will have to continue to rely on those sources for funding. We have no assurance that we can successfully engage in any further private sales of our securities or that we can obtain any additional loans.
 
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


 
18

 
 

 
CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.  Our business is subject to risks inherent in the establishment of a new business enterprise, including, without limitation, the items listed in Item 1A RISK FACTORS in our report filed on Form 10-K for the year ended December 31, 2011.
 
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We had the following sales of unregistered securities in the nine months ended September 30, 2012 and subsequently, to the date of this report.

During the nine months ended September 30, 2012:

 
We received payments totaling $129,200 as subscriptions for 2,584,000 shares of our common stock.
 
Loans totaling $22,500 were converted to a subscription for 450,000 shares of our common stock.
 
A portion of a loan and accrued interest totaling $6,000 was converted to a subscription for 120,000 shares of our common stock.

On July 24, 2012, we issued 3,354,000 restricted shares of our common stock in connection with the above subscriptions, as well as a subscription for another 200,000 shares received in July, 2011.

All of the shares were part of a private placement of securities to offshore subscribers pursuant to Regulation S of the Securities Act of 1933. The subscribers represented that they are not a US person, as defined in Regulation S. No compensation was or will be paid in connection with these subscriptions.

We received $81,500 as subscriptions for 407,500 shares of our common stock as part of a second private placement of securities to pursuant to Regulation S and Regulation D of the Securities Act of 1933.

Subsequent to September 30, 2012, in connection with the second private placement, we received further amounts totaling $111,000 as subscriptions for 555,000 shares of our common stock.

The second private placement subscribers included offshore subscribers pursuant to Regulation S and US persons. The subscribers either represented for purposes of Regulation S that they are not a US person, as defined in Regulation S, or for purposes of Regulation D, that they are an accredited investor.

None of the 962,500 shares subscribed for as part of the second private placement have yet been issued.


 
19

 
 


EXHIBITS.

The following documents are included herein:

Exhibit No.
Document Description
   
   
101.INS XBRL Instance Document
   
101.SCH XBRL Taxonomy Extension Schema
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase
   
101.DEF XBRL Taxonomy Extension Definition Linkbase
   
101.LAB XBRL Taxonomy Extension Label Linkbase
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase


 
20

 
 



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 30th day of October, 2012
 
 
INTERNATIONAL GOLD CORP.
 
       
 
BY:
“Robert M. Baker”
 
   
Robert M. Baker
 
   
President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer, and sole member of the Board of Directors
 
       


 
21

 
 



EXHIBIT INDEX
 

Exhibit No.
Document Description
31.1
Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officer.
   
101.INS XBRL Instance Document
   
101.SCH XBRL Taxonomy Extension Schema
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase
   
101.DEF XBRL Taxonomy Extension Definition Linkbase
   
101.LAB XBRL Taxonomy Extension Label Linkbase
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22