Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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Commission File Number: 000-55045
IDAHO NORTH RESOURCES CORP.
(Exact name of registrant as specified in its charter)
IDAHO
(State or other jurisdiction of incorporation or organization)
2555 West Palais Drive
Coeur d’Alene, ID 83815
(Address of principal executive offices, including zip code.)
(509) 928-7604
(Registrant’s telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ]
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 (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES [ ] NO [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer
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Accelerated Filer
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
7,961,007 as of November 1, 2013.
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Page
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Financial Statements.
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3
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Financial Statements:
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3
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4
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5
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6
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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10
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Quantitative and Qualitative Disclosures About Market Risk.
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14
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Controls and Procedures.
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15
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Risk Factors.
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15
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Exhibits.
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15
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17
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18
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IDAHO NORTH RESOURCES CORPORATION
(AN EXPLORATION STAGE COMPANY)
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September 30,
2013
(Unaudited)
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June 30,
2013
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ASSETS
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Current Assets
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Cash
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$
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35,422
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$
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83,229
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Prepaid insurance
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2,593
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-
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Total Current Assets
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38,015
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83,229
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Mineral properties
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83,000
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68,000
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TOTAL ASSETS
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$
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121,015
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$
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151,229
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LIABILITIES & SHAREHOLDERS’ EQUITY
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Current Liabilities
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Accounts payable
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$
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9,243
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$
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1,854
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Total Current Liabilities
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9,243
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1,854
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Common stock payable
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10,000
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-
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Total Liabilities
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19,243
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1,854
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Commitments (note 5)
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-
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-
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Shareholders’ Equity
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Preferred stock, $0.05 par value, 10,000,000 shares authorized, 0
outstanding as of September 30, 2013 and June 30, 2013
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-
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-
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Common stock, $0.01 par value, 100,000,000 common shares
authorized, 7,761,000 and 7,661,000 shares outstanding as of
September 30, 2013 and June 30, 2013, respectively
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77,610
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76,610
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Additional paid-in capital
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305,865
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296,865
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Accumulated deficit during exploration stage
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(281,703)
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(224,100)
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Total Shareholders’ Equity
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101,772
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149,375
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TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY
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$
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121,015
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$
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151,229
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The accompanying notes are an integral part of these financial statements.
IDAHO NORTH RESOURCES CORPORATION
(AN EXPLORATION STAGE COMPANY)
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Three Months
Ended
September 30,
2013
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Three Months
Ended
September 30,
2012
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Inception
(January 22,
2007) through
September 30,
2013
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REVENUES
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$
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-
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$
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-
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$
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-
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COST OF REVENUES
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-
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-
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-
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GROSS PROFIT
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-
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-
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-
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Operating Expenses
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Exploration expenditures
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22,773
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27,046
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142,241
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General and administrative expenses
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34,830
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915
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139,462
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Total Operating Expenses
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57,603
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27,961
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281,703
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Loss from Operations
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(57,603)
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(27,961)
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(281,703)
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Net Loss
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$
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(57,603)
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$
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(27,961)
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$
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(281,703)
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Net Loss per Common Share
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Basic and diluted
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$
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(0.01)
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$
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Nil
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Weighted average number of common
shares outstanding
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Basic and diluted
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7,729,478
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7,133,554
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The accompanying notes are an integral part of these financial statements.
IDAHO NORTH RESOURCES CORPORATION
(AN EXPLORATION STAGE COMPANY)
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Three Months
Ended
September 30,
2013
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Three Months
Ended
September 30,
2012
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Inception
(January 22,
2007) through
September 30,
2013
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss for the period
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$
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(57,603)
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$
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(27,961)
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$
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(281,703)
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Adjustments to reconcile net income (loss) to net cash used
in operating activities :
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Shares issued as compensation
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-
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-
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46,500
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Changes in operating assets and liabilities:
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Prepaid insurance
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(2,593)
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-
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(2,593)
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Accounts payable
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17,389
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(14,166)
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19,243
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Cash used in operating activities
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(42,807)
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(42,127)
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(218,553)
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CASH FLOWS FROM INVESTING ACTIVITIES
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Acquisition of mineral properties
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(5,000)
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(6,000)
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(26,000)
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Cash used in investing activities
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(5,000)
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(6,000)
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(26,000)
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CASH FLOWS FROM FINANCING ACTIVITIES
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Issuances of common stock
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-
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132,500
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330,500
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Share issuance cost
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-
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(23,075)
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(50,525)
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Cash provided by financing activities
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-
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109,425
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279,975
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Increase (decrease) in cash and cash equivalents
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(47,807)
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61,298
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35,422
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Cash, Beginning of Period
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83,229
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121,410
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-
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Cash, End of Period
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$
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35,422
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$
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182,708
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$
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35,422
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NON-CASH INVESTING AND FINANCING
ACTIVITIES:
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Common stock issued for mineral property acquisitions
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$
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10,000
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$
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30,000
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$
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57,000
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The accompanying notes are an integral part of these financial statements.
IDAHO NORTH RESOURCES CORPORATION (AN EXPLORATION STAGE COMPANY)
As of September 30, 2013
1. NATURE AND CONTINUANCE OF OPERATIONS
Idaho North Resources Corporation (“the Company”) was incorporated under the laws of Idaho in 2007. The Company is engaged primarily in acquiring prospective precious metals mining properties in the western United States. The Company is an Exploration Stage Company, as defined by Accounting Standards Codification 915, Exploration Stage Entities.
2. BASIS OF PRESENTATION
These interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) and should be read in conjunction with the annual financial statements for the fiscal year ended June 30, 2013. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. Actual results could differ from these estimates and assumptions and could have a material effect on the Company's reported financial position and results of operations. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2013 as reported in Form 10-K, have been omitted. Results of operations for the three months ended September 30, 2013 are not necessarily indicative of the results expected for the fiscal year ending June 30, 2014.
3. GOING CONCERN
As shown in the accompanying interim financial statements, the Company had a net loss of $57,603 for the three months ended September 30, 2013. There is substantial doubt about the Company’s ability to continue as a going concern.
The Company intends to raise additional capital either through debt or equity financing. The interim 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 the Company be unable to continue as a going concern.
4. COMMON STOCK AND WARRANTS
a) Common Stock:
In July 2013, the Company issued 100,000 common shares pursuant to a mining lease agreement at a deemed value, based on the most recent sale of common shares, of $0.10 per share. The Company accounted for $10,000 as mineral properties.
In October 2013, the Company issued 200,000 common shares for services at a deemed value, based on the most recent sale of common shares, of $0.10 per share, 100,000 of which are earned and accrued for in common stock payable.
IDAHO NORTH RESOURCES CORPORATION (AN EXPLORATION STAGE COMPANY)
Notes to Financial Statements
As of September 30, 2013
b) Warrants
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Number
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Weighted Average
Exercise Price
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Outstanding at June 30, 2012
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1,600,000
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$
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0.25
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Issued
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1,325,000
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0.25
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Exercised
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-
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-
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Expired
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-
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-
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Outstanding at June 30, 2013
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2,925,000
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$
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0.25
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Issued
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-
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-
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Exercised
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-
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-
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Expired
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-
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-
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Outstanding at September 30, 2013
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2,925,000
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$
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0.25
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The warrants that are issued and outstanding as at September 30, 2013 are as follows:
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Number of Warrants
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Exercise Price
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Expiration Date
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2,925,000
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$ 0.25
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March 1, 2015
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5. MINERAL PROPERTY COMMITMENTS - RELATED PARTY
Klondike North Property. On October 24, 2011, the Company entered into an Exploration and Mining Lease and Option to Purchase Agreement for the Klondike North Property, which consists of 12 unpatented lode-mining claims located on Bureau of Land Management lands in the Klondike Mining District, Esmerelda County, Nevada. The Company has the right to conduct all customary mineral exploration activities in return for the following commitments:
Advanced Royalty Payments
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Date
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Payment Amount
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Common Shares
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Upon execution of Agreement
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$
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-
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500,000
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First Anniversary of the Agreement
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10,000
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-
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Second Anniversary of the Agreement
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20,000
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-
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Third Anniversary of the Agreement
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30,000
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-
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Fourth Anniversary of the Agreement
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40,000
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-
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Fifth through the tenth Anniversary
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50,000
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-
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Eleventh Anniversary and thereafter
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100,000
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-
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The Company valued the 500,000 shares issued for the above acquisition of mineral rights at $0.02, based on the most recent sale of common shares, and recorded $10,000 as mineral property.
IDAHO NORTH RESOURCES CORPORATION (AN EXPLORATION STAGE COMPANY)
Notes to Financial Statements
As of September 30, 2013
Work Commitment
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Lease Year
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Amount
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First Lease Year
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$
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5,000
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Second Lease Year
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25,000
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Third Lease Year
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50,000
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Fourth Lease Year
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75,000
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Fifth Lease Year and thereafter
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100,000
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Divide Property. On February 21, 2012, the Company entered into an Exploration and Mining Lease and Option to Purchase Agreement for the Divide Property, which consists of 10 unpatented lode-mining claims located on Bureau of Land Management lands in the Divide Mining District, Esmerelda County, Nevada. The Company has the right to conduct all customary mineral exploration activities in return for the following commitments:
Advanced Royalty Payments
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Date
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Payment Amount
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Common Shares
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Upon execution of Agreement
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$
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-
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100,000
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First Anniversary of the Agreement
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10,000*
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-
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Second Anniversary of the Agreement
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20,000
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-
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Third Anniversary of the Agreement
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30,000
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-
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Fourth Anniversary of the Agreement
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40,000
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-
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Fifth Anniversary and thereafter
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50,000
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-
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The Company valued the 100,000 shares issued for the above acquisition of mineral rights at $0.02, based on the most recent sale of common shares, and recorded $2,000 as mineral property.
*The Company, with agreement from the sellers, satisfied its First Anniversary obligation with a $5,000 payment in cash and 50,000 shares of common stock issued with a fair value of $0.10 per share during the year ended June 30, 2013.
Work Commitment
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Lease Year
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Amount
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First Lease Year
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$
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5,000
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Second Lease Year
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25,000
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Third Lease Year
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50,000
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Fourth Lease Year
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75,000
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Fifth Lease Year and thereafter
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100,000
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Eagleville Property. On July 27, 2012, the Company entered into an Exploration and Mining Lease and Option to Purchase Agreement for the Eagleville Property, which consists of 58 unpatented lode-mining claims located on Bureau of Land Management lands in the Eagleville Mining District, Mineral County, Nevada. The Company has the right to conduct all customary mineral exploration activities in return for the following commitments:
IDAHO NORTH RESOURCES CORPORATION (AN EXPLORATION STAGE COMPANY)
Notes to Financial Statements
As of September 30, 2013
Advanced Royalty Payments
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Date
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Payment Amount
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Common Shares
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Upon execution of Agreement
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$
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6,000
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300,000
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On or prior to the 1st Anniversary of the Agreement
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15,000*
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150,000
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On or prior to the 2nd Anniversary of the Agreement
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20,000
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150,000
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On or prior to the 3rd Anniversary of the Agreement
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30,000
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-
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On or prior to the 4th Anniversary of the Agreement
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40,000
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-
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On or prior to the 5th through the 10th Anniversary
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50,000
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-
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On or prior to the 11th Anniversary and thereafter
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100,000
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-
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The Company valued the 300,000 shares issued for the above acquisition of mineral rights at $0.10, based on the most recent sale of common shares, and recorded $30,000 as mineral property.
*The Company, with agreement from the sellers, satisfied its First Anniversary obligation with a $5,000 payment in cash and 100,000 shares of common stock issued with a fair value of $0.10 per share during the three months ended September 30, 2013.
Work Commitment
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Lease Year
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Amount
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First Lease Year
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$
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5,000
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Second Lease Year
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10,000
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Third Lease Year
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25,000
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Fourth Lease Year
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50,000
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Fifth Lease Year and thereafter
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100,000
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For all three properties, the related party is a shareholder who exercises voting rights over more than 10 percent of the Company’s common stock. The Company has satisfied its work commitments for the first and second lease years on all three properties.
This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are considered to be in the development stage, as defined in Statement of Financial Accounting Standards No. 7. We have been in the development stage since our inception. We have had no source of revenue, we have incurred operating losses since inception and at September 30, 2013 had working capital of $28,772.
We do not have sufficient available cash in order to maintain operations during the next twelve months. We will have to raise additional capital to continue our exploration plans and keep our mineral property leases in good standing. We intend to obtain the capital from the exercise of our Redeemable Warrants; possible sale of additional shares of common stock; or loans. There is no assurance that we will raise the additional funds.
Exploration expenditures consist of fees to be paid for consulting services connected with exploration, the cost of rock sampling (the collection of a series of small chips over a measured distance, which is then submitted for a chemical analysis, usually to determine the metallic content over the sampled interval, a pre-determined location(s) on the property), and cost of analyzing these samples. Since we recently leased the properties, we have not begun exploration.
We cannot be more specific about the application of proceeds for exploration, because we do not know what we will find.
We have allocated a range of money for exploration. That is because we do not know how much will ultimately be needed for exploration. If our initial exploration proves positive results, we will expand the exploration activities to include reverse circulation drilling. This is a less expensive form of drilling that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not necessarily give one as much information about the underlying rocks. If warranted, core drilling would follow this stage.
If we discover significant quantities of mineralized material, we will begin technical and economic feasibility studies to determine if we have reserves. Only if we have reserves will we consider developing the property.
If, through early stage exploration, we find mineralized material and it is feasible to expand the exploration program, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need, we will have to find alternative sources of funding, like a public offering, a private placement of securities, or loans.
We have discussed this matter with our officers and directors; however, our officers and directors are unwilling to make any commitment to loan us any significant amounts of money at this time. If we cannot raise additional cash, we will either have to suspend operations until we do raise the cash, or cease operations entirely.
We will be conducting research in the form of exploration of the properties. Our exploration program is explained in as much detail as possible in the business section of this report. We do not plan to buy or sell any plant or significant equipment during the next twelve months. We will not buy any additional equipment until we have located a body of minerals and we have determined they are economical to extract from the land.
We intend to interest other companies in the properties should we discover mineralized materials, or we may elect to develop the properties ourselves.
If we are unable to complete any phase of exploration because we do not have enough money, we will cease operations until we raise more money. If we cannot or do not raise more money, we will cease operations. If we cease operations, we do not know what we will do and we don’t have any plans to do anything.
We do not intend to hire additional employees at this time. Any work that would be conducted on a property that we may secure will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.
Below are the aggregate annual payments due on the properties as stated in the 3 signed lease agreements. These payments totaling $172,225 are included in our 12-month expense list and are comprised of Lease Agreements, Work Commitments and BLM & County Claim Fees.
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Advance Royalty
Payment
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Payment Due
Date
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Work
Commitment
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BLM & County
Claim Fees
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Klondike Lease
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$30,000
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10/24/2014
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$50,000
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$6,175
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Divide Lease
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$20,000
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2/21/2014
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$25,000
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$1,625
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Eagleville Lease
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$20,000
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7/27/2014
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$10,000
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$9,425
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Total
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$70,000
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$85,000
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$17,225
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Total aggregate annual payments
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$172,225
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Klondike lease dated October 24, 2011 (12 claims/North, 26 claims/South) -- Total 38 claims
Lease agreement -- paid $10,000 on 10/24/12 end of first year. NOTE: $20,000 for end of second year due 10/27/2013
Work Commitment -- $50,000
BLM Claim fees -- 38 claims @ $140.00 per claim, and $22.50 per claim County and State fees -- $6,715.00
Divide lease dated Feb. 21, 2012 -- Total 10 claims
Lease agreement -- paid $10,000 on 2/20/13, $5,000 in cash and $5,000 in common stock. For the common stock, 50,000 shares were issued to the Owners at a deemed value of $0.10 per share.
Work Commitment -- $25,000
BLM Claim fees -- 10 claims @ $140.00 per claim, and $22.50 per claim County and State fees -- $1,625.00
Eagleville lease dated July 27, 2012 -- Total 58 claims
Lease agreement -- paid $15,000 on 7/29/13, $5,000 in cash and $10,000 in common stock. For the common stock, 100,000 shares were issued to the Owners at a deemed value of $0.10 per share.
Work Commitment -- $10,000
BLM Claim fees -- 58 claims @$140.00 per claim, and $22.50 per claim County and State fees -- $9,425.00
Plan of Operation - Milestones
During the next twelve months we plan to spend funds from our working capital balance of $18,772 plus additional capital raised as follows. If we are unable to raise additional capital, we will not be able to complete these milestones and may cease operations.
|
Estimated Time
|
Cost
|
||
|
Research (1)
|
4-6 months
|
$
|
5,000
|
|
Maintenance Fees (2)
|
2 months
|
$
|
19,338
|
|
Exploration (3)
|
4-6 months
|
$
|
10,000
|
|
Analysis (4)
|
4-6 months
|
$
|
2,000
|
|
Salaries (5)
|
All 12 months
|
$
|
20,000
|
|
Accounting (6)
|
All 12 months
|
$
|
20,000
|
|
Office Expenses (7)
|
All 12 months
|
$
|
5,000
|
|
Advance Royalty Payments and Work Commitments on
Leased Properties (8)
|
All 12 months
|
$
|
120,000
|
|
(1)
|
Costs related to the examination of potential property acquisitions.
|
|
|
(2)
|
Costs of annual claim maintenance fees. NOTE: These fees were paid on July 10, 2013.
|
|
|
(3)
|
Costs related to trenching and surface sampling.
|
|
|
(4)
|
Costs related to analyzing mineral claims.
|
|
|
(5)
|
Salaries to be paid to officers of the corporation.
|
|
|
(6)
|
Costs for accounting and auditing services.
|
|
|
(7)
|
Costs of stationary, mail, telephone & other office supplies.
|
|
|
(8)
|
Costs for the next twelve months for Advance Royalty Payments and Work Commitments due on
the Klondike, Divide, and Eagleville properties.
|
Limited Operating History; Need for Additional Capital
We have no operations upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our, and possible cost overruns due to price and cost increases in services.
We will have to retain experts to assist in developing the properties we lease and in locating additional appropriate projects. Our interest in the properties is limited to our leasehold interest. Our leases, however, grant us a right to purchase the underlying minerals upon completion of certain conditions. In order to assist in deciding if we should invest in a particular project, we will first need to be provided with at least the following:
|
*
|
A description of the project and the location of the property;
|
|
*
|
The lands that will be subject to the exploration project;
|
|
*
|
The royalties, net profit interest or other charges applicable to the subject lands;
|
|
*
|
The estimated cost of any geophysical work contemplated; and
|
|
*
|
The estimated acquisition costs, exploration costs and development costs of the property.
|
To become profitable and competitive, we will have to conduct research and exploration of the properties we have acquired.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Results of Operations
For the three months ended September 30, 2013, we generated revenues and gross profit of $0, compared to $0 for the same period in 2012. Operating expenses were $57,603 for the three months ended September 30, 2013, compared to $27,961 for the same period in 2012. Costs associated with obtaining the Company’s public listing accounted for the difference.
Material Changes in Financial Condition
At September 30, 2013, we had assets of $121,015, including cash of $35,422, compared to assets of $151,229, including cash of $83,229, at June 30, 2013. The decrease in assets is attributable to costs associated with obtaining the Company’s public listing and maintaining property leases.
Liquidity and Capital Resources
As of the date of this report, we have yet to generate any revenues from our business operations.
Since our inception on January 22, 2007, we have issued 7,961,000 restricted shares of common stock and 2,925,000 Redeemable Warrants. The exercise period of the Redeemable Warrants is three (3) years from March 1, 2012. Two (2) Redeemable Warrants plus $0.25 are convertible into one (1) restricted share of common stock. The Redeemable Warrants are redeemable by us upon thirty (30) days written notice to the warrant holder. If we issue such notice, and the Redeemable Warrants are not exercised during the 30 day period, the Redeemable Warrants will terminate thirty (30) days from the date of the notice.
Included in the foregoing are 850,000 shares of common stock on October 30, 2007, 300,000 shares of common stock on December 4, 2007, and 100,000 shares on January 10, 2008. These shares were issued to our officers, directors, and founders in consideration of $6,000. The foregoing 1,250,000 shares of common stock were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended.
In November 2011, we issued 1,600,000 restricted shares of common stock to 21 persons at a price of $0.02 per share for a total of $32,000. The 21 persons were all accredited investors.
In July 2012, we completed a private placement of 2,925,000 Units. Each Unit was comprised of one (1) restricted share of common stock and one (1) redeemable stock purchase warrant. The exercise period of the warrants is three (3) years from March 1, 2012. Two (2) warrants plus $0.25 are convertible into one (1) restricted share of common stock. The warrants are redeemable by us upon thirty (30) days written notice to the holder thereof. If we issue such notice and the holder does not exercise the Redeemable Warrants during the 30 day period, the Redeemable Warrants will terminate thirty (30) days from the date of the notice. The sale of the Units was made pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933, as amended.
During the next twelve months, we will be required to spend $70,000 on property leases and spend a minimum of $85,000 on property exploration. These expenses are included in the amounts listed under “Plan of Operation – Milestones.” See “Property Agreements” for lease payments required after twelve months.
As of September 30, 2013, our total assets were $121,015, and our total liabilities were $19,243. We had cash of $35,422 at September 30, 2013.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.
Critical Accounting Estimates
The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of commitments and contingencies at the date of the consolidated financial statements and the reported amount of revenues and expenses during the period. All of our significant accounting policies and estimates are described in note 2 of the June 30, 2012 audited financial statements. We consider the following policies as being critical with regard to the impact estimates and changes in estimates could have on our financial condition, changes in financial condition or results of operations.
Mineral Property Costs-The Company has been in the exploration stage since its inception on January 27, 2007 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
Stock Based Compensation - The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, and ASC 505, Equity based payments to non employees, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
Under the JOBS Act, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of this extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to financial statements of companies that comply with public company effective dates.
Auditors
Our auditors are Decoria, Maichel and Teague, P.S, and our former auditors were MaloneBailey, LLP. We changed auditors on October 7, 2013. We do not have nor have we ever had any disagreements with our auditors concerning a financial accounting, reporting, or auditing matter that could be significant to the financial statements or the auditor’s report.
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.
|
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There was no change in our internal control over financial reporting during the quarter ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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.
The following documents are included herein:
|
Incorporated by reference
|
Filed
|
||||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
|
|||||
|
3.1
|
Articles of Incorporation (12/11/2007).
|
S-1/A-1
|
1/24/13
|
3.1
|
|
|
|
|||||
|
3.2
|
Bylaws of Idaho North Resources Corp.
|
S-1/A-1
|
1/24/13
|
3.2
|
|
|
|
|||||
|
4.1
|
Specimen Stock Certificate.
|
S-1/A-1
|
1/24/13
|
4.1
|
|
|
|
|||||
|
10.1
|
Lease Agreement with Mountain Gold Claims LLC for Klondike 25-29 Property, Klondike 41 Property, Klondike Central Property and Klondike Southeast Property.
|
S-1
|
11/26/12
|
10.1
|
|
|
|
|||||
|
10.2
|
Lease Agreement with Mountain Gold Claims LLC and Black Rock Exploration LLC for Divide TH Property, Divide DN Property and Divide GS Property.
|
S-1
|
11/26/12
|
10.2
|
|
|
|
|||||
|
10.3
|
Lease Agreement with Mountain Gold Exploration, Inc. and Lane A. Griffin and Associates for the Eagleville Property.
|
S-1
|
11/26/12
|
10.3
|
|
|
|
|||||
|
10.4
|
Employment Agreement with Erik Panke.
|
S-1/A-1
|
1/24/13
|
10.4
|
|
|
|
|||||
| 10.5 | Selling Agreement with Pennaluna & Company. |
X
|
|||
|
31.1
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|||||
|
31.2
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|||||
|
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|||||
|
99.1
|
Warrant Agreement.
|
S-1
|
11/26/12
|
99.1
|
|
|
|
|||||
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|
|||||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|
|||||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|
|||||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|
|||||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|
|||||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 12th day of November, 2013.
|
IDAHO NORTH RESOURCES CORP.
|
||
|
(the “Registrant”)
|
||
|
BY:
|
MARK FRALICH
|
|
|
Mark Fralich
|
||
|
President, Principal Executive Officer and a
member of the Board of Directors
|
||
|
BY:
|
ERIK PANKE
|
|
|
Erik Panke
|
||
|
Principal Accounting Officer, Principal Financial
Officer, Secretary, Treasurer and a member of the
Board of Directors
|
||
|
Incorporated by reference
|
Filed
|
||||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
|
|||||
|
3.1
|
Articles of Incorporation (12/11/2007).
|
S-1/A-1
|
1/24/13
|
3.1
|
|
|
|
|||||
|
3.2
|
Bylaws of Idaho North Resources Corp.
|
S-1/A-1
|
1/24/13
|
3.2
|
|
|
|
|||||
|
4.1
|
Specimen Stock Certificate.
|
S-1/A-1
|
1/24/13
|
4.1
|
|
|
|
|||||
|
10.1
|
Lease Agreement with Mountain Gold Claims LLC for Klondike 25-29 Property, Klondike 41 Property, Klondike Central Property and Klondike Southeast Property.
|
S-1
|
11/26/12
|
10.1
|
|
|
|
|||||
|
10.2
|
Lease Agreement with Mountain Gold Claims LLC and Black Rock Exploration LLC for Divide TH Property, Divide DN Property and Divide GS Property.
|
S-1
|
11/26/12
|
10.2
|
|
|
|
|||||
|
10.3
|
Lease Agreement with Mountain Gold Exploration, Inc. and Lane A. Griffin and Associates for the Eagleville Property.
|
S-1
|
11/26/12
|
10.3
|
|
|
|
|||||
|
10.4
|
Employment Agreement with Erik Panke.
|
S-1/A-1
|
1/24/13
|
10.4
|
|
| 10.5 | Selling Agreement with Pennaluna & Company. |
X
|
|||
|
|
|||||
|
31.1
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|||||
|
31.2
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|||||
|
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|||||
|
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|||||
|
99.1
|
Warrant Agreement.
|
S-1
|
11/26/12
|
99.1
|
|
|
|
|||||
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|
|||||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|
|||||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|
|||||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|
|||||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|
|||||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
|||
-18-