InterAmerican Gaming, Inc. - FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC. 20549

FORM 10-Q

þ	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

	For the Quarterly Period Ended June 30, 2010

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

For the transition period from ______________ to ________________

Commission File No. 000-31639

INTERAMERICAN GAMING, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		88-0436364
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

3565 King Road, Suite 102

King City, Ontario Canada L7B 1M3

(Address of Principal Executive Offices)

(905) 833-9846

(Registrant’s Telephone Number, Including Area Code)

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. Yes o No þ

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

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

Large accelerated filer	o	Accelerated file	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

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

The number of shares of common stock outstanding as of March 1, 2013: 169,944,901.

Explanatory Note

InterAmerican Gaming, Inc. (the “Company”) is filing this Quarterly Report on Form 10-Q for the period ended June 30, 2010 as part of a process by which the Company intends to remediate a number of delinquent periodic reports which were not filed by the Company for the fiscal periods ending March 31, 2010 until the present. It is the Company’s intention to remediate and file all of its delinquent periodic filings with the U.S. Securities and Exchange Commission as soon as reasonably possible.

InterAmerican Gaming, Inc.

INDEX

PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 2.	Unregistered Sales of Equity Securities And Use Of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Submission of Matters to a Vote of Security Holders	23

Item 5.	Other Information	23

Item 6.	Exhibits and Reports on Form 8-K	23

Signatures		25

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

INTERAMERICAN GAMING, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

ASSETS
	June 30, 2010			September 30, 2009
Current assets
Cash and cash equivalents	$	-		$	-
Assets of discontinued operations (Note 7)		91,415			423,705

Total current assets		91,415			423,705

Total assets	$	91,415		$	423,705

LIABILITIES

Current liabilities
Bank Overdraft		981			-
Due to related parties (Note 3)		593,328			530,774
Accounts payable		184,731			198,203
Accrued liabilities		5,525			13,000
Liabilities of discontinued operations (Note 7)		548,065			531,763

Total current liabilities		1,332,630			1,273,740

Total liabilities	$	1,332,630		$	1,273,740

STOCKHOLDERS’ (DEFICIT) EQUITY

Common stock, $.00001 par value; 200,000,000 shares authorized, 67,868,234 shares issued and outstanding (September 30, 2009:67,868,234) (Note 5)	$	679		$	679
Additional paid-in capital		9,185,329			9,100,948
Accumulated deficit		(10,427,223	)		(9,951,662	)

Total stockholders’ (deficit) equity		(1,241,215	)		(850,035	)

Total liabilities and stockholders’ (deficit) equity	$	91,415		$	423,705

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INTERAMERICAN GAMING, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

For the Three and Nine Months Ended June 30, 2010 and 2009

	Three Months Ended June 30, 2010			Three Months Ended June 30, 2009			Nine Months Ended June 30, 2010			Nine Months Ended June 30, 2009
Expenses
Management fees – related party	$	-		$	59,136		$	75,940		$	176,121
Professional fees		-			4,250			12,342			34,236
General and administrative		17,802			99,185			27,504			353,134
Impairment of assets (Note 8)		(2,500	)		-			13,549			-
Total expenses		15,302			162,571			129,335			563,491
Net (loss) before other expenses		(15,302	)		(162,571	)		(129,335	)		(563,491	)
Other expense (gain):
Foreign currency (gain) loss		(25,878	)		22,611			3,233			10,294
Total other expenses		(25,878	)		22,611			3,233			10,294

Gain (loss) before income taxes		10,576			(185,182	)		(132,568	)		(573,785	)
Provision for income taxes		-			-			-			-
Gain (loss) from continuing operations		10,576			(185,182	)		(132,568	)		(573,785	)
(Loss) from discontinued operations		(20,952	)		(6,194	)		(342,993	)		(23,420	)
Net (loss)	$	(10,376	)	$	(191,376	)	$	(475,561	)	$	(597,205	)
Net (loss) per share - continuing operations - basic and diluted	$	0.0002		$	(0.0028	)	$	(0.0020	)	$	(0.0086	)
Net (loss) per share - discontinued operations - basic and diluted	$	(0.0003	)	$	(0.0001	)	$	(0.0051	)	$	(0.0004	)
Net (loss) per share	$	(0.0002	)	$	(0.0028	)	$	(0.0070	)	$	(0.0090	)

Weighted average number of common shares outstanding during the year – basic and diluted		67,868,234			66,962,945			67,868,234			66,635,553

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INTERAMERICAN GAMING, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

	For the Nine months ended June 30, 2010			For the Nine months ended June 30, 2009
Operating activities
Net (loss) from continuing operations	$	(132,568	)	$	(573,785	)
Items not involving cash:
Impairment of assets		13,549			-
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable		(13,472	)		195,500
Increase (decrease) in accrued liabilities		(7,475	)		(750	)
Net cash provided by (used in) operating activities		(139,966	)		(379,035	)
Financing activities
Bank overdraft		981			-
Increase in due to/from related parties		138,985			359,688
Net cash provided by (used in) financing activities		139,966			359,688


Increase (decrease) in cash from continuing operations		-			(19,347	)
Increase (decrease in cash from discontinuing operations		(15,643	)		2,059
Increase (decrease) in cash		(15,643	)		(17,288	)
Cash and cash equivalents, beginning of year		15,643			18,478

Cash and cash equivalents, end of year	$	-		$	1,190

Supplemental Information
Interest paid		-			-
Income tax paid		-			-

Non cash activities:

During the nine months ended June 30, 2010 the Company:

●	Settled $36,081 in directors fees with a former related party of the Company, the amount owing was forgiven (Note 10 )

●	Settled $48,300 in consulting fees with a former consultant of the Company, the amount owing was forgiven (Note 10 )

During the nine months ended June 30, 2009 the Company:

●	Issued 878,000 common shares valued at $43,900 pursuant to an unissued share liability.

●	Issued 1,086,348 common shares valued at $110,000 for consulting services.

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INTERAMERICAN GAMING, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

June 30, 2010

1. Nature of Business and Basis of Presentation

The Company was incorporated on September 2, 1999 in the State of Nevada as LMC Capital Corp. and was organized for the purpose of creating a corporate vehicle to locate and acquire an operating business. On December 12, 2001, the Company changed its name to K-Tronik International Corp. ("KTI").

By the agreement dated November 29, 2001 and approved by the board of directors effective December 12, 2001, KTI issued 14,285,714 shares of restricted common stock to the shareholders of K-Tronik Int'l Corporation, a Nevada corporation, in exchange for 100% interest in K-Tronik Asia Corporation ("KTA"), a Korean corporation. In connection with this transaction, K-Tronik Int'l Corporation changed its name effective December 12, 2001 to K-Tronik N.A. Inc. ("KTNA").

The acquisition resulted in the former shareholders of KTNA acquiring 93.4% of the outstanding shares of KTI and has been accounted for as a reverse acquisition with KTNA being treated as the accounting parent and KTI, the legal parent, being treated as the accounting subsidiary. Accordingly, the consolidated results of operations of KTI included those of KTNA for all periods shown and those of the KTI since the date of the reverse acquisition.

KTNA and KTA were engaged in the manufacture and distribution of various types of electronic stabilizers and illuminator ballasts for fluorescent lighting fixtures. KTNA granted credit, on an unsecured basis, to distributors and installers located throughout the United States.

On December 15, 2004, KTI entered into an agreement to sell all of its interest in KTNA and the fixed assets of its subsidiary, KTA. KTI is no longer engaged in the business of manufacturing, distributing or selling electronic ballasts and is considered to have re-entered the development stage at December 15, 2004.

On June 13, 2006, KTI announced it would implement a new corporate strategy focusing on horseracing track development opportunities. An agreement was signed on June 19, 2006 to buy exclusive rights for a racetrack and casino (racino) development opportunity in Saskatchewan, Canada. As part of the new strategy the Company incorporated 6584292 Canada Inc. under which it would operate the new development opportunity. On July 5, 2006, KTI changed its name to Racino Royale, Inc. (“RR”) to reflect its intention to engage in the business of owning or leasing race-courses and/or conduct horse-races.

On January 28, 2008, the Company acquired all of the issued and outstanding shares of InterAmerican Gaming Corp. (“InterAmerican”) a private casino management company focused on Latin America. InterAmerican provides experience in the Latin American gaming markets with specialization in implementing technology, systems and marketing programs.

On June 19, 2008, the Company formed a new subsidiary called IAG Peru S.A.C. (“IAG Peru”) to begin to organize the development of certain Peruvian opportunities. IAG Peru is 99% owned by InterAmerican Operations, Inc. and 1% by InterAmerican Gaming, Inc.

On October 20, 2008, Racino Royale, Inc. changed its name to InterAmerican Gaming, Inc. (“IAG” or the “Company”) to better reflect its business direction to invest in Latin American horseracing and gaming opportunities.

During the 2008 fiscal year, the Company leased video lottery terminal slot machines from a related party and began deploying the assets in non-owned gaming locations. In 2009, the Company installed slot machines at Fantasy Club Del Peru SA (“Fantasy”) locations, operating under various brands throughout the country: “Slot City” in Chiclayo, “Colibri Dorado” in Chincha and “Monos Dorados” in Huacho and Huaral.

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Recent Developments

During fiscal 2010, the Company made the decision to step back from gaming operations. During the second quarter the Company began moving the slot machines into storage and by the end of the third quarter the Company no longer had machines installed in any casinos.

On August 30, 2010, the Company entered into a settlement agreement with the related party, by virtue of common officers and directors, which held the lease on the slot machines resulting in the disposition of the assets and liabilities associated with the gaming operations.

On October 3, 2011, the Company entered into a settlement agreement with Gamecorp Ltd. (“Gamecorp”) a related party by virtue of common officers and directors, in which the Company transferred 10,000,000 of its common shares and 100% of its shares of IAG Peru to extinguish $457,875 in liabilities.

On October 3, 2011, the Company executed a share exchange agreement with NowPhit and its shareholders (the “Share Exchange”) pursuant to which the Company purchased 80.1% of NowPhit in exchange for 77,800,000 of the Company’s common shares valued at $240,000.

On October 21, 2011, the Company settled amounts of $106,262 owing to directors, officers and consultants with 2,500,000 common shares.

On January 30, 2012, NowPhit changed its name to SoFit Mobile Inc. (“SoFit”), short for Social Fitness, as it was determined to better reflect the business of the Company’s subsidiary.

On April 17, 2012, the Company closed an equity financing of $400,000 at a price of $0.02 per share for a total issuance of 20,000,000 shares. The equity financing was completed on a non-brokered basis and no warrants or options were issued. The proceeds of the financing are being used to advance the Company's SoFit platform and for general corporate purposes.

On June 13, 2012, the Company closed its second equity financing of $225,000 at a price of $0.03 per share for a total issuance of 7,500,000 shares. The equity financing was completed on a non-brokered basis and no warrants or options were issued. The proceeds of the financing were being used to complete the commercialization of the SoFit platform, to execute SoFit’s summer 2012 launch strategy, and for general corporate purposes to update IAG’s financial reporting and accounting.

On September 30, 2012, the Company settled $4,000 in accounts payable, owing to unrelated parties with 133,333 common shares of the Company. These shares have not yet been issued.

On September 30, 2012, the Company entered into a settlement agreement with a former consultant to settle fees and expenses in the amount of $16,445 with 774,710 common shares of the Company. These shares have not yet been issued.

On October 11, 2012, Mr. John Ryan was appointed to the Board of Directors.

On October 31, 2012, two consultants of the Company exercised their options, purchasing 1,750,000 common shares and 1,442, 222 common shares at $0.02 and $0.03 respectively. These options were granted in fiscal 2012. These shares have not yet been issued.

SoFit products include integrated mobile applications and complementary wireless devices that enable athletes to track, train, and compete with each other in real-time via the SoFit platform. Athletes can earn virtual rewards, such as trophies and medals, as well as real-life rewards, such as location-based coupons and special offers. The SoFit platform also features a charity and event function that allows athletes to raise donations for a charity of their choice and remotely compete in athletic events from anywhere around the world in real-time. The SoFit mobile applications were launched in July 2012.

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Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, in accordance with accounting principles generally accepted in the United States of America.

The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and contingencies in the normal course of operations.

There is substantial doubt about the Company's ability to continue as a going concern as it has a working capital deficit of $1,241,215 and an accumulated deficit of $10,427,223 as at June 30, 2010. The Company's ability to continue as a going concern is dependent upon the Company's ability to raise additional capital and successfully complete a business acquisition or business opportunity. The outcome of these matters cannot be predicted at this time.

The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classifications of the assets and liabilities that would be necessary if the going concern basis was not appropriate.

2. Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of the results that may be expected for a full year. There have been no significant changes of accounting policies since September 30, 2009. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2009, as filed with the Securities and Exchange Commission.

The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America. Outlined below are those policies considered particularly significant:

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 the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates, and such differences could be material.

Consolidated financial statements

The consolidated financial statements include the accounts of the Company, its three wholly-owned subsidiaries 6584292 Canada, Inc., InterAmerican Operations, Inc., and IAG Peru S.A.C. 6584292 Canada, Inc. is incorporated under the laws of the Province of Ontario, Canada and is inactive. InterAmerican Gaming, Inc. and InterAmerican Operations, Inc. are incorporated under the laws of Nevada. InterAmerican Gaming Peru S.A.C. is incorporated under the laws of Peru. All inter-company transactions have been eliminated.

Foreign Currency Transaction

Assets and liabilities, denominated in a currency other than US dollars, are translated at the exchange rate at the balance sheet date and revenue and expenses are translated at the exchange rate at the date those elements are recognized. Exchange gains and losses are included in income.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an initial maturity date of three months or less and money market accounts to be cash equivalents.

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Equipment

Equipment is recorded at cost less accumulated depreciation. Depreciation is provided over estimated useful life of the assets using the following annual rates:

Office equipment		5 years straight-line
Gaming equipment		5 years straight-line

Equipment is reviewed for impairment in accordance with FASB ASC 360-10 (prior authoritative literature SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets”), which was adopted effective January 1, 2002. Under FASB ASC 360-10, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, when the carrying value of the asset exceeds the fair value.

Revenue Recognition

The Company recognizes as gaming revenues its proportionate share of the net win from slot machines. Net win is the difference between coins and currency deposited into the machines and payments made to customers.

Capital Leases

The Company’s policy is to record leases, which transfer substantially all benefits and risks incidental to ownership of property, as acquisitions of property and equipment and to record the incurrence of corresponding obligations as liabilities. Obligations under capital leases are reduced by rental payments net of imputed interest.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximates fair value because of the short maturity of these instruments. The carrying value of long-term debt also approximates fair value. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risk arising from these financial instruments.

Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows:

● Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets;

● Level 2 inputs: Inputs, other than quoted prices included in Level 1 that are observable either directly or indirectly; and

● Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

Basic and Diluted Earnings (Loss) Per Share

The Company reports basic earnings (loss) per share in accordance with FASB ASC 260 (prior authoritative literature, SFAS No. 128, “Earnings Per Share”). Basic earnings (loss) per share is computed using the weighted average number of shares outstanding during the year. Diluted earnings per share include the potentially dilutive effect of outstanding common stock options and warrants which are convertible to common shares. Diluted loss per share is not presented if the results would be “anti-dilutive”.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements.

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3. Due to Related Parties

Periodically, the Company advances funds and pays expenses on behalf of related parties and funds are advanced and expenses are paid by related parties on behalf of the Company. These transactions result in non-interest bearing payables or receivables to related parties.

Amounts due to related parties were:

	June 30, 2010		September 30, 2009

Entities with common directors and /or officers	$	482,511	$	392,882
Officers and directors		110,817		137,892
Total	$	593,328	$	530,774

Amounts due to related parties are non-interest bearing, unsecured and do not have any specific repayment terms.

On October 3, 2011, the Company entered into a settlement agreement with a related party, by virtue of common officers and directors, in which the Company transferred 10,000,000 of its common shares and 100% of its shares of IAG Peru to extinguish $457,875 in liabilities.

4. Equipment

All of the equipment is owned by IAG Peru, during the period ended June 30, 2010 the Company classified IAG Peru as discontinued operations, see note 7.

On August 30, 2010, the Company entered into a settlement agreement with a related party, by virtue of common officers and directors, which resulted in the disposition of all the equipment under capital lease.

5. Capital Stock

The Company has authorized capital of 200,000,000 shares of common stock with a par value of $0.00001 of which 67,868,234 shares are issued and outstanding as of June 30, 2010 (2009:67,868,234).

During the nine months ended June 30, 2010, the Company issued no shares of its common stock.

During the nine months ended June 30, 2009 the Company issued 878,000 common shares valued at $43,900 pursuant to an unissued share liability and issued 1,086,348 common shares valued at $110,000 for consulting services.

6. Obligations Under Capital Lease

On August 31, 2008 the Company obtained lease purchase financing totaling $294,000 from a related party for gaming equipment. The Company was obligated to pay monthly payments of $11,275 based on a term of 36 months and an effective lease rate of 18%. The equipment was provided as security for the financing.

On August 30, 2010, the Company entered into a settlement agreement with the related party holding the lease, fully settling the obligation.

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7. Discontinued Operations

During the nine month period ended June 30, 2010 the Company classified IAG Peru as discontinued operations. The comparative figures for 2009 have been reclassified also to reflect the same treatment. The summarized operating results for discontinued operations for the three and nine month periods ended June 30, 2010 and 2009 are as follows:

	Three Months Ended June 30, 2010			Three Months Ended June 30, 2009			Nine Months Ended June 30, 2010			Nine Months Ended June 30, 2009
Revenues	$	7,267		$	51,509		$	74,354		$	84,615
Cost of revenues		1,607			6,116			12,840			10,694
Gross profit		5,660			45,393			61,514			73,921
Expenses		17,700			9,269			60,801			40,479
Net gain (loss) before other expenses		(12,040	)		36,124			713			33,442
Other (expenses) income
Depreciation		(918	)		(16,537	)		(19,648	)		(27,858	)
Impairment of assets		-						(277,237	)		-
Foreign Exchange		7,734			(11,298	)		(427	)		12,862
Interest expense		(15,728	)		(14,483	)		(46,394	)		(41,866	)
Net (loss)	$	(20,952	)	$	(6,194	)	$	(342,993	)	$	(23,420	)

Impairment of assets of discontinued operations can be segregated into the following subcategories:

Computer equipment (i)	$	3,915
Equipment under capital lease (ii)		273,322
	$	277,237

(i)	The Company classified the office equipment as impaired as it was being held by the former general manager of IAG Peru with whom the Company was involved in a labor dispute.

(ii)	Management determined that the equipment under capital lease was impaired and as such wrote down their value recording a loss of $273,322.

Assets of discontinued operations as at June 30, 2010 are summarized as follows:

	June 30, 2010		September 30, 2009
Cash	$	8,635	$	15,643
Accounts receivable		51,491		34,289
Equipment		31,289		373,773
	$	91,415	$	423,705

Liabilities of discontinued operations as at June 30, 2010 are summarized as follows:

	June 30, 2010		September 30, 2009
Accounts payable	$	3,500	$	18,179
Accrued liabilities		48,594		11,915
Due to related party		161,044		160,137
Obligations under capital lease		334,927		341,532
Total liabilities	$	548,065	$	531,763

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Cashflows of discontinued operations for the nine months ended June 30, 2010 and 2009 are as follows:

	Nine Months Ended June 30, 2010			Nine Months Ended June 30, 2009
Operating activities
Net (loss) from continuing operations	$	(342,993	)	$	(23,420	)
Items not involving cash:
Depreciation		19,648			27,858
Impairment of assets		277,237			-
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		(17,202	)		(21,445	)
Decrease (increase) in prepaid expenses		-			2,035
Increase (decrease) in accounts payable		(14,679	)		3,337
Increase (decrease) in accrued liabilities		36,679			9,300
Net cash provided by (used in) operating activities		(41,310	)		(2,335	)
Investing activities
Disposition (acquisition) of capital assets		45,600			(2,906	)
Net cash provided by (used in) investing activities		45,600			(2,906	)
Financing activities
Leasing liability		(6,606	)		-
Increase in due to/from related parties		(13,327	)		7,300
Net cash provided by (used in) financing activities		(19,933	)		7,300
(Decrease) in cash from discontinuing operations		(15,643	)		2,059

8. Impairment of Asset

Gate To Wire Solutions Inc. (a related party by virtue of common officers and directors) was indebted to the Company in the amount of $16,049 at March 31, 2010. Management determined the amount to be impaired as substantial doubt exists as to the collectability of the amount. The Company provided for a loss in the full amount due. During the three month period ended June 30, 2010 the company recovered $2,500 of the amounts previously written off.

9. Contingencies

On December 18, 2009, the Company’s wholly owned subsidiary IAG Peru S.A.C. was served a labour claim for $78,750 (plus expenses) by a former general manager. The claim is for unpaid consulting fees, other stock based compensation, bonuses, vacation and other employee benefits. The dispute involves the start date of employment and the Company believes it has fully accrued for the potential loss in the normal course during the year ended September 30, 2009. Amount is recorded in accounts payable on the balance sheet.

10. Related Party Settlements

●	On June 30, 2010, the Company entered into a settlement agreement with a former director in which he forgave $36,081 in unpaid director fees owing to him from the Company. This transaction was treated as a capital contribution and therefore resulted in an increase to additional paid in capital.

●	On June 30, 2010, the Company entered into a settlement agreement with a former consultant in which he forgave $48,300 in unpaid consulting fees owing to him from the Company. This transaction was treated as a capital contribution and therefore resulted in an increase to additional paid in capital.

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11. Subsequent Events

On July 7, 2011, the Company entered into a letter of intent with Baron Group Ventures ("BGV") to acquire an 80.1% interest in NowPhit Operations Inc. (“NowPhit”).

On October 21, 2011 the Company settled amounts of $106,262 owing to directors, officers and consultants with 2,500,000 common shares.

In conjunction with the signing of the Share Exchange, all of the directors and officers of IAG, excluding J. Graham Simmonds, resigned and were replaced by nominees of BGV. As of October 3, 2011, the Board of Directors of IAG were made up of J. Graham Simmonds, Gary Schwartz, and Marc Askenasi.

Officers of the Company are now as follows:

Marc Askenasi	President & Chief Executive Officer
J. Graham Simmonds	Chairman & Interim Chief Financial Officer

On January 17, 2012, the Company appointed Henry J. Kloepper and Gerald Goldberg to its Board of Directors.

On January 30, 2012, NowPhit changed its name to SoFit Mobile Inc. (“SoFit”), short for Social Fitness, as it was determined to better reflect the business of the Company’s subsidiary.

On June 13, 2012, the Company closed its second equity financing of $225,000 at a price of $0.03 per share for a total issuance of 7,500,000 shares. The equity financing was completed on a non-brokered basis and no warrants or options were issued. The proceeds of the financing were being used to complete commercialization of the SoFit platform, to execute SoFit’s summer 2012 launch strategy, and for general corporate purposes to update IAG’s financial reporting and accounting.

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On September 30, 2012, the Company settled $4,000 in accounts payable, owing to unrelated parties with 133,333 common shares of the Company. These shares have not yet been issued.

On October 11, 2012, Mr. John Ryan was appointed to the Board of Directors.

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

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.

Overview

The Company’s focus in fiscal 2009 was on gaming opportunities in Latin America. On August 30, 2010, the Company entered into a settlement agreement with the related party, by virtue of common officers and directors, which held the lease on the slot machines resulting in the disposition of the assets and liabilities associated with the gaming operations. As a result, the Company classified IAG Peru as discontinued operations for the period ended June 30, 2010. The comparative figures for 2009 have been reclassified to reflect the same treatment.

RESULTS OF OPERATIONS

Continuing Operations

For the three month period ended June 30, 2010 compared to the three month period ended June 30, 2009

General and administrative expenses

General and administrative expenses were $17,802 during the three month period ended June 30, 2010 and $99,185 during the three month period ended June 30, 2009. General and administrative expenses include consultant fees, director fees and miscellaneous costs. The decrease in expenses is the result of decreased business activity in relation to the Company’s exit from the Latin American gaming market.

Management fees – related parties

Accrued and/or paid management fees to related parties were $Nil during the three month period ended June 30, 2010 and $59,136 during the three month period ended June 30, 2009. Management fees are for the executive management services of our officers. Administrative and financial management services provided by a related party ceased at December 31, 2009 and the remainder of the management fees ceased at March 31, 2010 resulting in a decrease in management fees for the quarter.

Professional fees

Professional fees were $Nil during the three month period ended June 30, 2010 and $4,250 during the three month period ended June 30, 2009. Professional fees consist of fees related to the audit and review of the Company’s financial statements.

Impairment of assets

Gate To Wire Solutions Inc. (a related party by virtue of common officers and directors) was indebted to the Company in the amount of $16,049 at March 31, 2010. Management determined the amount to be impaired as substantial doubt exists as to the collectability of the amount and provided for a loss in the full amount in March. During the three month period ended June 30, 2010 the company recovered $2,500 of the amounts previously written off.

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Other expenses

During the three months ended June 30, 2010, the Company recorded a foreign currency gain of $25,878 compared to a foreign exchange loss of $22,611 in the comparative period in the prior year. A substantial portion of the Company’s liabilities and expenses are recorded in Canadian Dollars. For the three month period ended June 30, 2010 the Canadian Dollar appreciated significantly in value to the U.S. Dollar which led to the foreign exchange loss.

Operating loss

The gain from continuing operations during the three month period ended June 30, 2010 was $10,576 (approximately $0.0002 per share) compared to a loss of $185,182 (approximately $0.0028 per share) during the comparative period in the prior year.

The Company expects the operating losses to continue until breakeven operations are achieved under the new business’ opportunities. Additional financing will be required in order to fund operating losses.

For the nine month period ended June 30, 2010 compared to the nine month period ended June 30, 2009

General and administrative expenses

General and administrative expenses were $27,504 during the nine month period ended June 30, 2010 and $353,134 during the nine month period ended June 30, 2009. General and administrative expenses include consultant fees, director fees and miscellaneous costs. The decrease in expenses is the result of decreased business activity in relation to the Company’s exit from the Latin American gaming market. General and administrative expenses during the nine month period ended June 302010 included the abatement of a $20,000 late filing tax penalty by the IRS.

Management fees – related parties

Accrued and/or paid management fees to related parties were $75,940 during the nine month period ended June 30, 2010 and $176,121 during the nine month period ended June 30, 2009. Management fees are for the executive management services of our officers. Administrative and financial management services provided by a related party ceased at December 31, 2009 and the remainder of the management fees ceased at March 31, 2010 resulting in a decrease in management fees for the quarter.

Professional fees

Professional fees were $12,342 during the nine month period ended June 30, 2010 and $34,236 during the nine month period ended June 30, 2009. Professional fees consist of fees related to the audit and review of the Company’s financial statements.

Impairment of assets

Gate To Wire Solutions Inc. (a related party by virtue of common officers and directors) was indebted to the Company in the amount of $13,549. During the nine months ended June 30, 2010, management determined the amount to be impaired as substantial doubt exists as to the collectability of the amount. The Company provided for a loss in the full amount due.

Other expenses

During the nine months ended June 30, 2010, the Company recorded a foreign currency loss of $3,233 compared to a foreign exchange loss of $10,294 in the comparative period in the prior year. A substantial portion of the Company’s liabilities and expenses are recorded in Canadian Dollars. For the nine month period ended June 30, 2010 the Canadian Dollar appreciated significantly in value to the U.S. Dollar which led to the foreign exchange loss.

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Operating loss

The loss from continuing operations during the nine month period ended June 30, 2010 was $132,568 (approximately $0.0020 per share) compared to $573,785 (approximately $0.0086 per share)during the comparative period in the prior year.

Discontinued Operations

For the three month period ended June 30, 2010 compared to the three month period ended June 30, 2009

Beginning in fiscal 2009, the Company began to generate revenues from slot machine operations in Latin America. Slot machines were initially deployed in Lima, Peru but were subsequently moved to the provinces of Peru (Chiclayo, Huacho, and Huaral) where the financial performance improved.

The Company generated $7,267 in revenues during the three month period ended June 30, 2010 compared to $51,509 during the comparative period in the prior year. Operations of IAG Peru S.A.C. were wound down during fiscal 2010.

Total costs and expenses during the three month period ended June 30, 2010 were $19,307 compared to $15,385 during the three month period ended June 30, 2009. Costs and expenses consist of Gaming taxes, professional fees, depreciation and miscellaneous costs.

During the three month period ended June 30, 2010, the Company recorded interest expense of $15,728 and $14,483 in the three month period ended June 30, 2009 in relation to the capital lease of gaming equipment.

During the three month period ended June 30, 2010 the Company recorded depreciation of $918 and $16,537 in the three months period ended June 30, 2009.

The Company recorded a foreign currency gain of $7,734 during the three month period ended June 30, 2010 and a foreign currency loss of $11,298 during the three month period ended June 30, 2009.

As a result, the Company had a net loss of $20,952 from discontinued operations during the three month period ended June 30, 2010, (approximately $0.0003 per share) compared to a net loss of $6,194 in the same period ended June 30, 2009 (approximately $0.0001 per share).

For the nine month period ended June 30, 2010 compared to the nine month period ended June 30, 2009

The Company generated $74,354 in revenues during the nine months ended June 30, 2010 compared to $84,615 during the comparative period in the prior year.

Total costs and expenses during the nine month period ended June 30, 2010 were $73,641 compared to $51,173 during the nine month period ended June 30, 2009. Costs and expenses consist of Gaming taxes, professional fees and miscellaneous costs.

During the nine month period ended June 30, 2010, the Company recorded an impairment to assets of $277,237. On January 1, 2010, the Company classified office equipment impaired in the amount of $3,915 as it was being held by the former general manager of IAG Peru with whom the Company was involved in a labor dispute. Management also determined that the equipment under capital lease was impaired and as such wrote down their value recording a loss of $273,322.

During the nine month period ended June 30, 2010, the Company recorded interest expense of $46,394 and $41,866 in the nine month period ended June 30, 2009 in relation to the capital lease of gaming equipment.

During the nine month period ended June 30, 2010 the Company recorded depreciation of $19,648 and $27,858 in the nine month period ended June 30, 2009.

The Company recorded a foreign currency loss of $427 during the nine month period ended June 30, 2010 and a foreign currency gain of $12,862 during the nine month period ended June 30, 2009.

As a result, the Company had a net loss of $342,993 from discontinued operations during the nine month period ended June 30, 2010, (approximately $0.0051 per share) compared to a net loss of $23,420 in the same period ended June 30, 2009 (approximately $0.0004 per share).

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Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make a wide variety of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods covered by the financial statements. Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain.

As the number of variables and assumptions affecting the future resolution of the uncertainties increases, these judgments become even more subjective and complex. We have identified certain accounting policies that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Notes to Unaudited Consolidated Financial Statements.

Use of Estimates

The preparation of consolidated 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 disclosures of contingent assets and liabilities, at the date of these financials statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Liquidity and Capital Resources

The Company’s total assets decreased from $423,705 at September 30, 2009 to $91,415 at June 30, 2010.

Assets at June 30, 2010 consisted of assets from discontinued operations.

The Company’s total liabilities increased from $1,273,740 at September 30, 2009 to $1,332,630 at June 30, 2010. Due to related parties balance increased from $530,774 at September 30, 2009 to $593,328 at June 30, 2010. Due to related party amounts do not have specific repayment terms and it is expected that these amounts will be repaid as the financial position of the Company improves. Accounts payable decreased from $198,203 at September 30, 2009 to $184,731 at June 30, 2010. Accrued liabilities decreased from $13,000 at September 30, 2009 to $5,525 at June 30, 2010. Assets of $91,415 and $423,705 were classified to discontinued operations at June 30, 2010 and September 30, 2009, respectively. The decrease resulted primarily from the impairment of assets, see Note 7. Liabilities of $548,065 and $531,763 were classified to discontinued operations at June 30, 2010 and September 30, 2009, respectively. The increase resulted mainly from an increase in accrued liabilities related to operations in Peru.

The stockholders’ deficit increased from $850,035 at September 30, 2009 to $1,241,215 at June 30, 2010. The change in deficit is attributable to:

●	A $36,081 and $48,300 increase to additional-paid-in capital resulting from the settlements with former related parties of the Company, the amounts owing were forgiven; and

●	a $475,561 loss for the period.

At June 30, 2010, the Company had a working capital deficit of $1,241,215. The Company had cash balances of $-0- at June 30, 2010 and is largely reliant upon the ability to arrange equity or debt private placements to pay expenses as incurred. In addition to normal accounts payable of $184,731, the Company owes related companies $593,328 without specific repayment terms.

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During the nine month period ended June 30, 2010, the Company experienced a net decrease in cash from continuing operations of $Nil. The Company used $139,966 in cash in operating activities from continuing operations, arising primarily from operating losses, and generated $139,966 in cash from financing activities from continuing operations, primarily from related parties.

The Company experienced a net decrease in cash from discontinued operations of $15,643 during the nine month period ended June 30, 2010. Cash used in operating activities from discontinued operations totaled $41,310, cash provided by financing activities from discontinued operations totaled $45,600 and cash used by financing activities from discontinued operations totaled $19,933.

Overall between continuing operations and discontinued operations the cash balances of the Company decreased by $15,643 for the nine months ended June 30, 2010.

The Company’s sources of cash have been loans or private placements of common stock. Although the Company has been successful in limited third party equity financing, thus far the development of our operations has been substantially funded by Gamecorp, the largest single shareholder of the Company. This initial financing is intended to fund operations only up to project commitment or launch stage. For further clarity, Gamecorp is generally able and willing to fund day to day operating costs, travel expenses, the costs of due diligence and third party feasibility studies. Although Gamecorp may participate in the financing of project capital costs, we expect that any material project financing will have to be assembled by the Company itself. Such financing could include straight forward senior debt, convertible debt or equity. Shareholders may experience significant dilution.

On October 3, 2011, the Company entered into a settlement agreement with Gamecorp in which the Company transferred 10,000,000 of its common shares and 100% of its shares of IAG Peru to extinguish $457,875 in liabilities.

On October 3, 2011, the Company executed a share exchange resulting in a reverse merger with SoFit and a change of business for the Company. SoFit products include integrated mobile applications and complementary wireless devices that enable athletes to track, train, and compete with each other in real-time via the SoFit platform. Athletes can earn virtual rewards, such as trophies and medals, as well as real-life rewards, such as location-based coupons and special offers. The SoFit platform also features a charity and event function that allows athletes to raise donations for a charity of their choice and remotely compete in athletic events from anywhere around the world in real-time. Products were launched in July 2012.

The Company cannot predict to what extent our current lack of liquidity and capital resources will impair our new business operations. However, the Company believes it will incur further operating losses. There is no assurance that the Company can continue as a going concern without continued funding. In the current state of development, the Company is reliant upon the continued funding by related entities. There can be no assurance that this funding will continue in the future.

The Company expects it will require additional financing to cover legal, accounting, consulting, management fees and the miscellaneous costs of being a reporting company in the next fiscal year.

Going concern qualification: The Company has incurred significant losses from operations for the nine month period ended June 30, 2010, and such losses are expected to continue. In addition, we have a working capital deficit of $1,241,215 and an accumulated deficit of $10,427,223. The foregoing raises substantial doubt about our ability to continue as a going concern. The Company plans to seek additional capital and/or debt financing. There is no guarantee that additional capital and/or debt financing will be available when and to the extent required, or that if available, it will be available on acceptable terms. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Inflation

Management does not believe that inflation had a material adverse effect on the financial statements for the periods presented.

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ITEM 3. 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.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of our Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures, as of June 30, 2010. Based upon, and as of the date of this evaluation.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Exchange Act defines internal control over financial reporting as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

●

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and;

●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

The following material weaknesses were identified in the Company’s internal control over financial reporting as of June 30, 2010.

●

Information and documentation related to operations of the Peru subsidiary were not properly retained by the Company. Additionally, the Company no longer has contact persons in Peru since the cease of operation and therefore is unable ask questions regarding the information previously obtained or request further information.

●

Management is aware that there was a lack of accounting competency to assess and record complex transactions. Multiple complex business transactions occurred during and subsequent to the year ended September 30, 2010 and the Company did not formally assess and document the appropriateness of the accounting treatment.

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.

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In light of this material weakness, the Company performed additional analysis and procedures in order to conclude that our consolidated financial statements for the period ended June 30, 2010 included in this Report on Form 10-Q were fairly stated in accordance with US GAAP.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

The Company will regularly review its system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new and more efficient systems, consolidating activities, and migrating processes.

During the nine month period ended June 30, 2010, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to affect materially, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

The Company is in default under monthly capital lease payments to a related party.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits. Exhibits included or incorporated by reference herein: See Exhibit Index.

EXHIBIT INDEX

Number		Exhibit Description

3.1		Articles of Incorporation (incorporated by reference to Exhibit 3 of the Registration Statement on Form 10-SB filed on September 28, 2000).

3.2		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 2 of the Form 10-SB filed on September 28, 2000).

3.3		Certificate of Amendment to Articles of Incorporation dated October 13, 2000. (incorporated by reference to Exhibit 3.3 of the Form 10-QSB filed on September 28, 2000)

3.4		ByLaws (incorporated by reference to Exhibit 3.3 of the Form 10-QSB filed on November 7, 2001)

31.1		Section 302 Certification of Chief Executive Officer *

31.2		Section 302 Certification of Chief Financial Officer *

32.1		Section 906 Certification of Chief Executive Officer *

32.2		Section 906 Certification of Chief Financial Officer *

________

* Filed herein.

(b) Reports on Form 8-K:

On March 16, 2010, the Company filed Form 8-K describing the resignation of Gary Hokkanen as Chief Financial Officer of the Company.

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SIGNATURES

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

INTERAMERICAN GAMING, INC

Dated: March 15, 2013


/s/ Marc Askenasi			/s/ J. Graham Simmonds
Name: Marc Askenasi			Name: J. Graham Simmonds
Title: Chief Executive Officer			Title: Interim Chief Financial Officer

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InterAmerican Gaming, Inc. - FORM 10-Q - March 15, 2013

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