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                                                                                                      UNITED STATES

                                                                             SECURITIES AND EXCHANGE COMMISSION

                                                                                                 Washington, D.C. 20549

                                                                                                             Form 10-Q

(Mark One)

[X]

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

For the quarterly period ended

October 31, 2012

 

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

333-165539

TORON, INC.

(Exact name of registrant as specified in its charter)

Nevada

 

N/A

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

1000 de La Gauchetiere Street West – 24th Floor, Montreal, Quebec

H3B 4W5

(Address of principal executive offices)

(Zip Code)

(514) 448-1508

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]

YES

[  ]

NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

 

[X]

YES

[  ]

NO

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

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

(Do not check if a smaller reporting company)

Smaller reporting company

[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

 

[  ]

YES

[X]

NO

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

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

 

[  ]

YES

[  ]

NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

201,290,000 common shares issued and outstanding as of December 24, 2012.

                                         

 

TABLE OF CONTENTS

 

 

PART I - FINANCIAL INFORMATION

3

Item 1.  Financial Statements

3

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

13

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

20

Item 4.  Controls and Procedures

20

PART II – OTHER INFORMATION

21

Item 1.  Legal Proceedings

21

Item 1A.  Risk Factors

21

Item 2.  Unregistered Sales of Equity Securities

21

Item 3.  Defaults Upon Senior Securities

21

Item 4.  Mine Safety Disclosures

21

Item 5.  Other Information

21

Item 6.  Exhibits

22

SIGNATURES

23

 

 

2


 

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Our unaudited consolidated interim financial statements for the three and nine month periods ended October 31, 2012 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3


 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)            

CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2012

(UNAUDITED)

                                                                                                                                                                                                     Index

Consolidated Balance Sheets................................................................................................................................................... F–1

 

Consolidated Statements of Operations................................................................................................................................. F–2

 

Consolidated Statements of Cash Flows................................................................................................................................ F–3

 

Notes to the Consolidated Financial Statements.................................................................................................................. F–4

 

 

 

 

 

4


 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

 

(Unaudited)

October 31,

2012

January 31,

2012

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

$                –

$            490

Deferred financing costs (refer to Note 6)

1,532

 

 

 

Total Assets

$         1,532

 $             490

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Bank indebtedness

$              27

$                 –

Accounts payable and accrued liabilities

59,554

 21,764

Advances (refer to Note 4)

232,625

125,000

Due to related parties (refer to Note 5)

23,790

29,034

Derivative liability

31,811

Convertible debt, less unamortized discount of $26,185 (refer to Note 6)

11,315

 

 

 

Total Liabilities

359,122

175,798

 

 

 

Stockholders’ Deficit

 

 

 

 

 

Common stock, 250,000,000 shares authorized, $0.001 par value;

201,290,000 and 187,790,000 shares issued and outstanding at October 31, 2012 and January 31, 2011, respectively

201,290

187,790

 

 

 

Additional paid-in capital

1,457,360

54,610

 

 

 

Deficit accumulated during the development stage

(53,843)

(53,843)

 

 

 

Deficit accumulated during the exploration stage

(1,962,397)

(363,865)

 

 

 

Total Stockholders’ Deficit

(357,590)

(175,308)

 

 

 

Total Liabilities and Stockholders’ Deficit

$          1,532

$             490

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

F-1


 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

For the three months ended

October 31,

For the nine months ended

October 31,

From January 3,

2008 (Inception) to

 

2012

2011

2012

2011

October 31, 2012

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

$          15,400

$             11,712

$            56,200

$             11,712

$                 93,377

Professional fees

2,792

15,085

35,429

15,085

69,992

Transfer agent and filing fees

7,756

579

14,552

579

17,212

General and administrative

51

1,264

1,041

1,264

3,247

Foreign currency loss

60

405

864

Exploration costs

7,149

7,149

Impairment loss on mineral properties

103,000

1,438,750

103,000

1,725,550

 

 

 

 

 

 

Total Operating Expenses

26,059

131,640

1,553,526

131,640

1,917,391

 

 

 

 

 

 

Other Expenses

 

 

 

 

 

Loss on derivative liability

23,026

31,811

31,811

Accretion of discount on convertible debt

5,379

11,315

11,315

Amortization of deferred financing costs

834

968

968

Interest expense

756

912

912

 

 

 

 

 

 

Total Other Expenses

29,995

45,006

45,006

 

 

 

 

 

 

Loss From Continuing Operations

(56,054)

(131,640)

(1,598,532)

(131,640)

(1,962,397)

 

 

 

 

 

 

Loss from Discontinued Operations

(34,643)

(53,843)

 

 

 

 

 

 

Net Loss

$          (56,054)

$         (131,640)

$      (1,598,532)

$         (166,283)

$          (2,016,240)

 

 

 

 

 

 

Net Loss Per Share

 

 

 

 

 

Continuing Operations

$              (0.00)

$              (0.00)

$               (0.01)

$               (0.00)

 

Discontinued Operations

$              (0.00)

$              (0.00)

$               (0.00)

$               (0.00)

 

Net Loss Per Share – Basic and Diluted

$              (0.00)

$              (0.00)

$               (0.01)

$               (0.00)

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

– Basic and Diluted

201,290,000

186,026,000

199,004,000

185,869,000

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

F-2


 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 

For the nine months ended

October 31,

From January 3,

2008 (Inception) to

 

2012

2011

October 31, 2012

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

Net loss

$               (1,598,532)

$                  (166,283)

$               (2,016,240)

 

 

 

 

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

 

 

 

Impairment loss on intangible asset, related to discontinued operations

6,000

Impairment loss on mineral properties

1,438,750

103,000

1,725,550

Change in fair value of derivative liability

31,811

31,811

Amortization of deferred financing costs

968

968

Accretion of discount on convertible note

11,315

11,315

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

Accounts payable and accrued liabilities

37,790

15,383

59,554

 

 

 

 

Net Cash Used in Operating Activities

(77,898)

(47,900)

(181,042)

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Payments to acquire mineral properties

(60,000)

(40,000)

(160,000)

Acquisition of intangible asset

(6,000)

 

 

 

 

Net Cash Used in Investing Activities

(60,000)

(40,000)

(166,000)

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Bank indebtedness

27

27

Deferred financing costs

(2,500)

(2,500)

Proceeds from advances

107,625

232,625

Proceeds from loan payable

40,000

Due to related parties

(5,244)

11,500

23,790

Proceeds from issuance of convertible debt

37,500

37,500

Proceeds from the issuance of common stock, related to discontinued operations

55,600

 

 

 

 

Net Cash Provided by Financing Activities

137,408

51,500

347,042

 

 

 

 

(Decrease) Increase in Cash

(490)

(36,400)

 

 

 

 

Cash - Beginning of Period

490

36,400

 

 

 

 

Cash - End of Period

$                               –

$                              –

$                              –

 

 

 

 

Supplemental Information:

 

 

 

Interest paid

$                               –

$                             –

$                              –

Income taxes paid

$                               –

$                             –

$                              –

 

 

 

 

Supplemental disclosure of noncash investing and financing activities:

 

 

 

 

Common stock issued for mineral properties

$                1,378,750

$                            –

$                 1,565,550

Fair value of beneficial conversion option of convertible debt

$                     37,500

$                            –

$                      37,500

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

F-3


 

 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

October 31, 201

(Unaudited)

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Toron Inc. (the "Company") was incorporated in the State of Nevada on January 3, 2008. The Company was originally organized to develop and operate a web based resale business for domain names. On September 15, 2011, the Company incorporated its wholly-owned subsidiary, Toron Resources Inc. As a result, as of September 15, 2011 the Company is now engaged in the acquisition and exploration of mineral properties, and is in the Exploration Stage.

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is an exploration stage company. Refer to Note for factors affecting the Company’s ability to continue as a going concern.

The balance sheet as of October 31, 2012 and the statements of operations and cash flows for the periods presented have been prepared by the Company and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for all periods presented have been made.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

These consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is January 31. The consolidated financial statements include the accounts of Toron Inc. and its 100% owned subsidiary, Toron Resources Inc. All significant intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Long-Lived Assets

In accordance with ASC 360, Property, Plant, and Equipment, the Company tests 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, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Asset Retirement Obligations

The Company follows the provisions of ASC 410 – 20, Asset Retirement Obligations which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As at October 31, 2012, the Company does not have any asset retirement obligations.

F-4


 

 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

October 31, 201

(Unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Mineral property acquisition and exploration costs

The cost of acquiring mineral properties or claims is initially capitalized and then tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Mineral exploration costs are expensed as incurred.

Comprehensive Income

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive income and its components in the financial statements. During the nine months ended October  31, 201 and 2011, the Company had no items that represent other comprehensive income.

Foreign Currency Translation

The Company’s functional and reporting currency is the US dollar as substantially all of the Company’s operations are in United States.

Assets and liabilities that are denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the period.  Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income statement account in Stockholder’s Equity, if applicable.  

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date.  If applicable, exchange gains and losses are included in general and administrative expense on the Statement of Operations.

Basic and Diluted Loss Per Share

The Company computes basic loss per share by dividing the net loss by the weighted average common shares outstanding during the period. There are no potential common shares; accordingly, diluted and basic loss per share amounts are the same.

Fair Value of Financial Instruments

The Company’s financial instruments consists of cash, bank indebtedness, accounts payable and accrued liabilities, advances, due to related parties and convertible debt. Due to the short maturities of these financial instruments, their fair value approximates their carrying value.  

Stock-based Compensation

In accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, the Company accounts for share-based payments using the fair value method. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable.

Income Taxes

Deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. The Company has cumulative net operating losses of $2,016,240  as of October 31, 2012, with an approximate deferred tax asset of $705,684  which has been fully offset by a valuation allowance. These net operating losses begin to expire in 2028.

 

F-5


 

 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

October 31, 201

(Unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Authoritative Pronouncements

The Company does not expect that the adoption of any recent accounting standards to have a material impact on its financial statements.

NOTE 3 – STOCKHOLDERS’ EQUITY

On February 29, 2012, the Company issued 8,500,000 shares of common stock at a fair value of $0.1005  per common share pursuant to the mining property acquisition agreement referred to in Note 7(b)

On April 16, 2012, the Company issued 5,000,000 shares of common stock at a fair value of $0.1049 per common share  pursuant to the  mining property acquisition agreement referred  to in Note 7(c).  

NOTE ADVANCES 

 

October 31,

2012

$

January 31,

2012

$

 

 

 

Quarry Bay, unsecured, non-interest bearing and due on demand

117,625

75,000

Madison Capital, unsecured, non-interest bearing and due on demand

115,000

50,000

 

 

 

Total advances

232,625

125,000

NOTE – RELATED PARTY TRANSACTIONS

As at October 31, 2012, the Company was indebted to the former President of the Company in the amount of $1,087 (January 31, 2012 - $20,000) for consulting fees and owes $1,103 (January 31, 2012 - $3,634) for an advance of working capital and expenses paid on behalf of the Company.  The amounts are unsecured, non-interest bearing and due on demand.

As at October 31, 2012, the Company was indebted to a director of the Company in the amount of $21,600 (January 31, 2012 - $5,400) for consulting fees.  The amounts are unsecured, non-interest bearing and due on demand.

NOTE CONVERTIBLE DEBT

On July 12, 2012, the Company entered into a Convertible Promissory Note agreement for $37,500. The Note bears interest at 8% per annum, and the principal amount and any interest thereon are due on April 16, 2013. Any principal or interest not paid when due, shall bear interest at 22% per annum. Pursuant to the agreement, the Note is convertible 180 days after issuance into shares of common stock at a variable conversion price equal to 55% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice.

Pursuant to ASC 815, the Company has determined the embedded conversion option is a derivative liability. The Company valued this derivative liability at $48,553 using the Black-Scholes model. Accordingly, the Company has recorded a discount on the convertible note of $37,500, a derivative liability of $11,053, and a loss on derivative liability of $11,053. The discount on the convertible note is accreted over the term of the convertible note. The derivative liability was revalued at October 31, 2012 at $31,811, using the Black-Scholes model. Accordingly, a related loss on derivative liability of $31,811 was recorded in the statement of operations.

As at October 31, 2012, $11,315 of the debt discount had been accreted, increasing the carrying value of the convertible note to $11,315. The Company paid $2,500 of deferred finance costs relating to the issuance of the Note.  At October 31, 2012, the Company had recorded amortization of $968 and the remaining $1,532 will be charged to operation over the life of the note. 

F-6


 

 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

October 31, 201

(Unaudited)

NOTE – MINERAL PROPERTIES

a)       Effective August 23, 2011, the Company entered into a mining property acquisition agreement (the "Acquisition Agreement) whereby the Company has agreed to acquire an undivided 100% interest in and to an aggregate of 62 mineral claims located in the Province of Quebec, Canada (the “Claims”).  Pursuant to the Acquisition Agreement, the Company agreed to pay $100,000 and issue an aggregate of 2,000,000 shares of common stock as follows:

i.         Deposit: a non-refundable deposit of $5,000 to be paid to the Vendor upon signing of the Acquisition Agreement; (paid).

ii.        Stage 1: in consideration of the 22 claims constituting “Block 1” (as defined in the Acquisition Agreement) the Company shall issue 700,000 shares of common stock and pay $35,000 on or before September 30, 2011; (these shares were issued and money paid on September 30, 2011).

iii.      Stage 2: in consideration of the 20 claims constituting “Block 2” (as defined in the Acquisition Agreement) the Company shall issue 700,000 shares of common stock and $35,000 within 45 days following the completion of Stage 1; (these shares were issued and money paid on November 14, 2011).

iv.      Stage 3: in consideration of the 20 claims constituting “Block 3” (as defined in the Acquisition Agreement”) the Company shall issue 600,000 shares of common stock and $25,000 in within 45 days following the completion of Stage 2; (these shares were issued and money paid on December 29, 2011).

The Claims shall be subject to a 2% net smelter royalty payable to the Vendor of which 1% may be purchased back from the Vendor in consideration of $500,000.

On January 31, 2012, the Company determined the acquisition costs for these mineral properties were impaired and recorded a related impairment loss in the statement of operations of $231,600. 

b)       Effective January 25, 2012, the Company entered into a mining property acquisition agreement (the "Acquisition Agreement) whereby the Company has agreed to acquire an undivided 100% interest in and to an aggregate of 193  mineral claims located in the Province of Quebec, Canada (the “Claims”).  Pursuant to the Acquisition Agreement, the Company agreed to pay $40,000  and issue an aggregate of 8,500,000 shares of common stock as follows:

i.         Stage 1: The Company shall pay $15,000 on or before January 31, 2012 (paid on January 31, 2012)

ii.        Stage 2: The Company shall issue 8,500,000 shares and pay $25,000 on or before February 29, 2012 (these shares were issued and money paid on February 29, 2012).

The Claims shall be subject to a 2% net smelter royalty payable to the Vendor

On April 30, 2012, the Company determined the acquisition costs for these mineral properties were impaired and recorded a related impairment loss in the statement of operations of $894,250. During the six  months ended October   31, 2012, the Company incurred exploration costs related to these claims of $7,149 for geologist fees related to a 43-101 report.

c)       Effective  February 6, 2012, the Company entered into a mining property acquisition agreement (the "Acquisition Agreement”) whereby the Company has agreed to acquire an undivided 100% interest in and to an aggregate of 140 mineral claims located in the Province of Quebec, Canada (the “Claims”). The Claims are subject to a 2% net smelter royalty payable to the Vendor. Pursuant to the agreement, the Company agreed to pay $20,000 and issue 5,000,000 shares of common stock on or before April 16, 2012. (these shares were issued and money paid on April 16, 2012)

On April 30, 2012, the Company determined the acquisition costs for these mineral properties were impaired and recorded a related impairment loss in the statement of operations of $544,500

 

 

F-7

 


 

 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

October 31, 201

(Unaudited)

NOTE – GOING CONCERN

These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As of October 31, 201 the Company had incurred accumulated losses since inception of $2,016,240. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required, and ultimately to establish profitable operations.

Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans.

NOTE – DISCONTINUED OPERATIONS

Upon entering into the Acquisition Agreement described in Note 7(a), the Company change its operations. All operations prior to the acquisition have been classified as discontinued operations. Cash flows from discontinued operations were not material and were combined with cash flows from continuing operations within the consolidated statement of cash flows categories.

The results of discontinued operations are summarized as follows:

 

Three months ended

October 31,

Nine months ended

October 31,

From January 3,

2008 (Inception) to

 

2012

2011

2012

2011

October 31, 2012

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

General and administrative

34,643

47,843

Impairment loss on intangible asset

6,000

 

 

 

 

 

 

Total Operating Expenses

34,643

53,843

 

 

 

 

 

 

Net Loss from Discontinued Operations

(34,643)

(53,843)

 

 

 

 

 

 

NOTE 10 SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of issuance of the unaudited interim consolidated financial statements. Subsequent to the fiscal period ended October 31, 2012, the Company did not have any material recognizable subsequent events.

 

 

F-8

 

 

 


 

 

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

FORWARD-LOOKING STATEMENTS

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

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

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” refer to Toron Inc., a Nevada corporation, and our wholly-owned subsidiary, Toron Resources Inc., a Canadian federally incorporated company, unless otherwise indicated.

Corporate Overview

We were originally organized under the laws of the State of Nevada, on January 3, 2008.  From our inception, we were engaged in the, marketing, sales and re-sales via the Internet of web domain names or URL’s under the website www.manageyoururl.com. Recently, our management decided to redirect our business focus towards identifying and pursuing options regarding the acquisition of mineral exploration properties.  We have one subsidiary, Toron Resources Inc., a Canadian federally incorporated company.  Our fiscal year end is January 31, our address is 1000 de La Gauchetiere Street West – 24th Floor, Montreal, Quebec, H3B 4W5, and our phone number is 514-448-1508. 

Our Current Business

On August 23, 2011, we entered into a property acquisition agreement with Stephan Leblanc and Glenn Griesbach, whereby we have agreed to acquire an undivided 100% interest in and to an aggregate of 62 mineral claims (Blocks 1, 2 and 3) located in the Province of Quebec, Canada (the “Tiblemont Claims”).  The entire area known as the Tiblemont Claims is subdivided into four Blocks and 102 total claims.  We have not entered into any agreements for Block 4.

5


 

From January 3, 2008 through to the date of the acquisition of the Block 1 claims discussed below, we were a designated shell company with minimal operations.  On August 23, 2011, we entered into the acquisition agreement and as a result of the transfer of title to the Block 1 claims to our wholly owned subsidiary, we began operations in the acquisition of mineral exploration properties.  We are no longer designated as a shell company.

On September 12, 2011, our board of directors approved a forward stock split of our common stock by way of a stock dividend on a 32 (new) common shares for 1 (old) common share basis. The pay-out date was September 29, 2011.

Upon completion of the stock split, our issued and outstanding shares increased from 5,630,000 shares of common stock to 185,790,000 shares of common stock with a par value of $0.001.

Tiblemont Claims

On August 23, 2011, we entered into an acquisition agreement with Leblanc and Griesbach whereby we agreed to acquire an undivided 100% interest in and to the Tiblemont Claims.

Pursuant to the acquisition agreement, we agreed to pay to the vendor, in consideration of an undivided 100% interest in and to the Tiblemont Claims, an aggregate of 2,000,000 post-split common shares of our common stock at $0.10 per share and $100,000 in cash consideration to be paid in four installments. 

We completed our obligations under the acquisition agreement by issuing an aggregate of 2,000,000 post-split shares of our common stock and paying $100,000.  Through the transfer of this consideration we closed the acquisition of the Tiblemont Claims.

The Tiblemont Claims shall be subject to a 2% net smelter royalty payable to the Leblanc and Griesbach of which 1% may be purchased back from the Leblanc and Griesbach in consideration of $500,000.  We have completed our acquisition of the Tiblemont Claims.

193 Quebec Claims

Effective January 25, 2012, we entered into a mineral property acquisition agreement with Glenn Griesbach and 9248-7792 Quebec Inc. whereby we have agreed to acquire from Griesbach and 9248-7792 Quebec an undivided 100% interest in and to an aggregate of 193 mineral claims located in the Province of Quebec, Canada (“193 Quebec Claims”).

Pursuant to the terms of the acquisition agreement, we have agreed to pay to Griesbach and 9248-7792 Quebec, in consideration of an undivided 100% interest in and to the 193 Quebec Claims, an aggregate of 8,500,000 shares of our common stock and $40,000 in cash consideration paid in two installments.  Our company has completed the issuance of all of the shares and payment of cash consideration to Griesbach and 9248-7792 Quebec with respect to the 193 Quebec Claims.

Griesbach and 9248-7792 Quebec agreed to transfer the 193 Quebec Claims, five days after receiving the full and final payment.  Our company will be responsible for all costs and administrative actions required to renew any of the 193 Quebec Claims indentified in the acquisition agreement.

On February 29, 2012, we completed our obligations under the acquisition agreement by issuing an aggregate of 8,500,000 shares of our common stock and paying $40,000.  Through the transfer of this consideration we closed the acquisition of the 193 Quebec Claims. 

The 193 Quebec Claims are located in the southern-east part of the Abitibi Greenstone Belt of the Canadian Shield's Superior Province, approximately 40 km northeast of the mining centre of Val D'Or, Quebec. The property is located mainly in Tiblemont and Senneterre townships, with some claims in Courville and Pascalis townships.

6


 

140 Quebec Claims

Effective February 6, 2012, we entered into a mineral property acquisition agreement with Glenn Griesbach and 9248-7792 Quebec, whereby our company agreed to acquire from Griesbach and 9248-7792 Quebec an undivided 100% interest in and to an aggregate of 140 mineral claims located in the Province of Quebec, Canada (the “140 Quebec Claims”).

Pursuant to the terms of the acquisition agreement, we have agreed to pay to Griesbach and 9248-7792 Quebec, in consideration of an undivided 100% interest in and to the 140 Quebec Claims, an aggregate of 5,000,000 shares of our common stock and $20,000 in cash consideration, with the issuance and payment. Griesbach and 9248-7792 Quebec shall jointly retain a 2% net smelter royalty on the 140 Quebec Claims

Griesbach and 9248-7792 Quebec agreed to transfer the 140 Quebec Claims, five days after receiving the full and final payment.  Our company will be responsible for all costs and administrative actions required to renew any of the 140 Quebec Claims indentified in the acquisition agreement. 

On April 16, 2012, we completed our obligations under the acquisition agreement by issuing an aggregate of 5,000,000 shares of our common stock and paying $20,000.  Through the transfer of this consideration, we closed the acquisition of the 140 Quebec Claims. 

The property is made up of 140 mineral claims.  The property is located approximately 40 kilometers north east of Val Dor in the province of Quebec in Canada.  The 140 Quebec Claims cover an area of 19,563 acres and are in a region that has seen extensive exploration work over the last 80 years.  These claims are also very close and adjacent to the existing 255 claims that our company already owns.

Results of Operations for the Three and Nine Months Ended October 31, 2012 and 2011

The following summary of our results of operations should be read in conjunction with our unaudited interim consolidated financial statements for the quarter ended October 31, 2012 which are included herein.

We have not generated any revenue since inception and are dependent upon obtaining financing to pursue our business activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Our operating results for the three and nine month periods ended October 31, 2012 and 2011 and from January 3, 2008 (date of inception) to October 31, 2012 are summarized as follows:

 

 

 

 

Three Month

Period Ended

October 31,

 

 

 

Nine Month

Period Ended

October 31,

 

 

For the Period From

January 3,

2008

(Inception)

through

October 31,

 

 

 

2012

 

 

2011

 

 

2012

 

 

2011

 

 

2012

 

Revenue

$

Nil

 

$

Nil

 

$

Nil

 

$

Nil

 

$

Nil

 

Operating expenses

$

26,059

 

$

131,640

 

$

1,553,526

 

$

131,640

 

$

1,917,391

 

Loss on derivative liability

$

23,026

 

$

Nil

 

$

31,811

 

$

Nil

 

$

31,811

 

Accretion of discount on convertible debt

$

5,379

 

$

Nil

 

$

11,315

 

$

Nil

 

$

11,315

 

Amortization of deferred financing costs

$

834

 

$

Nil

 

$

968

 

$

Nil

 

$

968

 

Interest expense

$

756

 

$

Nil

 

$

912

 

$

Nil

 

$

912

 

Loss from discontinued operations

$

Nil

 

$

Nil

 

$

Nil

 

$

34,643

 

$

53,843

 

Net loss

$

(56,054)

 

$

(131,640)

 

$

(1,598,532)

 

$

(166,283)

 

$

(2,016,240)

 

                                       

 

7


 

Our expenses decreased during the three month period ended October 31, 2012 compared to the same period in 2011 primarily as a result of decreases in operating expenses. Our expenses increased during the nine month period ended October 31, 2012 compared to the same period in 2011 primarily as a result of increased operating expenses, loss on derivative liability, accretion of discount on convertible debt, amortization of deferred financing costs and interest expense.

Revenues

We have had no operating revenues since our inception on January 3, 2008 through to October 31, 2012. Our activities have been financed from the proceeds of share subscriptions. From our inception, on January 3, 2008 to October 31, 2012 we have raised a total of $250,000 from private offerings of our common stock by way of a series of convertible debentures. For the period from January 3, 2008 (inception) to October 31, 2012 we incurred total expenses of $2,016,240.

Expenses

Our expenses for the three and nine months ended October 31, 2012 and 2011 and for the period from January 3, 2008 (inception) through October 31, 2012 are outlined in the table below:

 

 

 

 

Three Month

Period Ended

October 31,

 

 

 

Nine Month

Period Ended

October 31,

 

 

For the Period From

January 3,

2008

(Inception)

through

October 31,

 

 

 

 

2012

 

 

2011

 

 

2012

 

 

2011

 

 

2012

 

Consulting fees

$

15,400

 

$

11,712

 

$

56,200

 

$

11,712

 

$

93,377

 

Professional fees

$

2,792

 

$

15,085

 

$

35,429

 

$

15,085

 

$

69,992

 

Transfer agent and filing fees

$

7,756

 

$

579

 

$

14,552

 

$

579

 

$

17,212

 

General and administrative

$

51

 

$

1,264

 

$

1,041

 

$

1,264

 

$

3,247

 

Foreign currency loss

$

60

 

$

Nil

 

$

405

 

$

Nil

 

$

864

 

Exploration costs

$

Nil

 

$

Nil

 

$

7,149

 

$

Nil

 

$

7,149

 

Impairment loss on mineral properties

$

Nil

 

$

103,000

 

$

1,438,750

 

$

103,000

 

$

(1,725,550)

 

                                           
 

Our operating expenses decreased during the three month period ended October 31, 2012 compared to the same period in 2011 primarily as a result of decreases in professional fees, general and administrative expenses and impairment loss on mineral properties. Our operating expenses increased during the nine month period ended October 31, 2012 compared to the same period in 2011 primarily as a result of increased consulting fees, professional fees, transfer agent and filing fees, foreign currency loss, exploration costs and impairment loss on mineral properties.

Liquidity and Financial Condition

Working Capital

Working Capital  

 

 

 

 

 

 

 

 

At

October 31,

2012

 

 

 

 

 

 

 

At

January 31,

2012

 

Current Assets

$

1,532

 

$

490

 

Current Liabilities

$

359,122

 

$

175,798

 

Working Capital (Deficit)

$

(357,590)

 

$

(175,308)

 

 

8


 

Cash Flows  

 

 

 

 

 

 

 

Nine Months

Ended

October 31,

2012

 

 

 

 

 

 

 

 

Nine Months

Ended

October 31,

2011

 

Net Cash (used in) provided by Operating Activities

$

(77,898)

 

$

(47,900)

 

Net Cash (used in) provided by Investing Activities

$

(60,000)

 

$

(40,000)

 

Net Cash (used in) provided by Financing Activities

$

137,408

 

$

51,500

 

Increase (Decrease) in Cash During the Period  

$

(490)

 

$

(36,400)

 

 

The increase in our working capital deficit at October 31, 2012 from the period ended October 31, 2011 is reflective of the current state of our business development, primarily due to increases in accounts payable and accrued liabilities, advances, derivative liability and convertible debt and the increase in operating expenses associated with acquisition costs in connection with our ongoing development efforts.

As of October 31, 2012, our total assets were $1,532 and our total liabilities were $359,122 and we had a working capital deficit of $357,590. Our unaudited financial statements report a net loss of $56,040 for the three months ended October 31, 2012 compared to a net loss of $131,640 for the same period in 2011 and a net loss of $1,598,532 for the nine months ended October 31, 2012 compared to a net loss of $166,283 for the same period in 2011. We incurred and a net loss of $2,016,240 for the period from January 3, 2008 (inception) to October 31, 2012.

As of, October 31, 2012, we had cash on hand of $Nil. Since our inception, we have used our common stock to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our auditors stated in their report to our audited financial statements for the year ended January 31, 2012, that there is substantial doubt that we will be able to continue as a going concern.

Plan of Operation

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

Since we entered into the acquisition agreement, we have changed our plan of operations to focus on the exploration of our claims around Tiblemont, Quebec, Canada.

Anticipated Cash Requirements

We will require additional funds to fund our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.

Specifically, we estimate our operating expenses and working capital requirements for the next 12 months to be as follows: 

9


 

 

Description  

 

Estimated Expenses  

($)

 

General and administrative overhead

 

90,000

Management and Consulting

 

100,000

Legal

 

40,000

Accounting

 

20,000

Exploration on mining claims

 

500,000

Total

 

750,000

 

We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements. We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

Going Concern

The interim consolidated financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of October 31, 2012, our company has accumulated losses of $2,016,240 since inception. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. These interim consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern.

Our interim consolidated financial statements contain additional note disclosures describing the circumstances related to the uncertainty of our ability to continue as a going concern.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

Our future is dependent upon our ability to obtain financing and upon future profitable operations. We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing for to fund our planned business activities.

Off-Balance Sheet Arrangements

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

10


 

Critical Accounting Policies  

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.  These estimates and assumptions are affected by management’s application of accounting policies.  We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Long-Lived Assets

In accordance with ASC 360, Property, Plant, and Equipment, our company tests 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, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Asset Retirement Obligations

Our company follows the provisions of ASC 410 – 20, Asset Retirement Obligations which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As at October 31, 2012, our company does not have any asset retirement obligations.

Cash and Cash Equivalents

Our company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Mineral Property Acquisition and Exploration Costs

The cost of acquiring mineral properties or claims is initially capitalized and then tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Mineral exploration costs are expensed as incurred.

Comprehensive Income

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive income and its components in the financial statements. During the nine months ended October  31, 201 and 2011, our company had no items that represent other comprehensive income.

Foreign Currency Translation

Our company’s functional and reporting currency is the US dollar as substantially all of our company’s operations are in United States.

11


 

Assets and liabilities that are denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the period.  Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income statement account in Stockholder’s Equity, if applicable.  

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date.  If applicable, exchange gains and losses are included in general and administrative expense on the Statement of Operations.

Basic and Diluted Loss Per Share

Our company computes basic loss per share by dividing the net loss by the weighted average common shares outstanding during the period. There are no potential common shares; accordingly, diluted and basic loss per share amounts are the same.

Fair Value of Financial Instruments

Our company’s financial instruments consists of cash, bank indebtedness, accounts payable and accrued liabilities, advances, due to related parties and convertible debt. Due to the short maturities of these financial instruments, their fair value approximates their carrying value.  

Stock-based Compensation

In accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, our company accounts for share-based payments using the fair value method. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable.

Income Taxes

Deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. Our company has cumulative net operating losses of $2,016,240  as of October 31, 2012, with an approximate deferred tax asset of $705,684  which has been fully offset by a valuation allowance. These net operating losses begin to expire in 2028.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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

Item 4.  Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

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

12


 

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the quarter covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 1A.  Risk Factors

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

Item 2.  Unregistered Sales of Equity Securities

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

On November 1, 2012, we received the resignation of Michael Whitehead as president, chief executive officer, treasurer, chief financial officer and director of our company.  Mr. Whitehead’s resignation was not the result of any disagreements with our company regarding its operations, policies, practices or otherwise. 

Concurrently with Mr. Whitehead’s resignation, we appointed Ramzan Savji, our secretary and director, as president, chief executive officer, treasurer and chief financial officer, effective November 1, 2012.

 

13


 

Item 6.  Exhibits

Exhibit Number   

Description  

(3)  

Articles of Incorporation and Bylaws  

3.1

Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on March 18, 2010)

3.2

Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on March 18, 2010)

3.3

Certificate of Amendment filed September 16, 2011 (incorporated by reference our Current Report on Form 8-K filed on September 21, 2011)

(10)  

Material Contracts  

10.1

Mining Property Acquisition Agreement between our company and Stephane LeBlanc and Glenn Griesbach dated August 23, 2011 (incorporated by reference to our Current Report on Form 8-K filed on August 31, 2011)

10.2

Mineral Property Acquisition Agreement between our company and Glenn Griesbach and 9248-7792 Quebec Inc. dated January 25, 2012 (incorporated by reference to our Current Report on Form 8-K filed on January 26, 2012)

10.3

Mineral Property Acquisition Agreement between our company and Glenn Griesbach and 9248-7792 Quebec Inc. dated February 6, 2012 (incorporated by reference to our Current Report on Form 8-K filed on February 6, 2012)

10.4

Mineral Property Acquisition Agreement between our company and Glenn Griesbach and 9248-7792 Quebec Inc. dated February 6, 2012 (incorporated by reference to our Current Report on Form 8-K filed on February 6, 2012)

(14)  

Code of Ethics  

14.1

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

(21)

Subsidiaries of the Registrant

21.1

Toron Resources Inc., a wholly owned, federally incorporated, Canadian company,

(31)

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

31.1*

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

(32)

Section 1350 Certifications

32.1*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

101**

Interactive Data File

101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

  

*      Filed herewith.

**   Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

 

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SIGNATURES

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.

 

TORON, INC.

 

(Registrant)

 

 

 

 

Dated: January 11, 2013

/s/ RAMZAN SAVJI  

 

Ramzan Savji  

 

President, Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and Director

 

(Principal Executive Officer, Principal Financial

 

Officer and Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

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