Lode-Star Mining Inc. - FORM 10-Q - November 14, 2014

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EXCEL - IDEA: XBRL DOCUMENT - Lode-Star Mining Inc.Financial_Report.xls
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - Lode-Star Mining Inc.exhibit_31-1.htm
EX-32.2 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 FOR THE CHIEF FINANCIAL OFFICER. - Lode-Star Mining Inc.exhibit_32-2.htm
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 FOR THE CHIEF EXECUTIVE OFFICER. - Lode-Star Mining Inc.exhibit_32-1.htm
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - Lode-Star Mining Inc.exhibit_31-2.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
   
FORM 10-Q
   
x
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014
   
OR
  
 
  
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
   
Commission file number 333-123134

 
INTERNATIONAL GOLD CORP.
(Exact name of registrant as specified in its charter)
 
NEVADA
(State or other jurisdiction of incorporation or organization)
 
666 Burrard Street, Suite 600
Vancouver, British Columbia
Canada V6E 4M3
(Address of principal executive offices, including zip code.)
 
(778) 370-1372
(telephone number, including area code)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.  YES x NO o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer
 
o
 
Accelerated Filer
 
o
 
Non-accelerated Filer
o
Smaller Reporting Company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.  YES x NO o
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 11,509,000 as of November 5, 2014.


 
 
 
1
 
 
 
TABLE OF CONTENTS
 
 
Page
PART I - FINANCIAL INFORMATION
   
Item 1.       Financial Statements
   3
   
Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013
   4
   
Statements of Operations for the Three Months and Nine Months ended September 30, 2014 and 2013 (unaudited)
   5
   
Statements of Cash Flows for the Nine Months ended September 30, 2014 and 2013 (unaudited)
   6
   
Notes to Financial Statements (unaudited)
   7
   
Item 2.       Management’s Discussion and Analysis Of Financial Condition and Results of Operations
   11
   
Item 3.       Quantitative and Qualitative Disclosures About Market Risk
   15
   
Item 4.       Controls and Procedures
   16
   
PART II - OTHER INFORMATION
   
Item 1A.    Risk Factors
   16
   
Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds
   16
   
Item 6.       Exhibits
   17
   
SIGNATURES
   18
 
 

 

 






 
 
 
2
 
 


 

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.















INTERNATIONAL GOLD CORP.


INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
 (Unaudited)
 (Stated in U.S. Dollars)
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
3
 
 

INTERNATIONAL GOLD CORP.

INTERIM BALANCE SHEETS
 (Stated in U.S. Dollars)
 
             
   
SEPTEMBER 30
    
DECEMBER 31
  
   
2014
    
2013
  
   
(Unaudited)
        
ASSETS
            
             
Current
            
Cash
  
$
16,192
    
$
21
  
Prepaid fees and advances
    
8,300
      
-
  
   
$
24,492
    
$
21
  
                 
LIABILITIES
                
                 
Current
                
Accounts payable and accrued liabilities
  
$
108,066
    
$
  78,076
  
Loans payable
    
202,530
      
111,731
  
     
310,596
      
189,807
  
Contractual Obligations, Commitments And Subsequent Events (Note 6)
                
                 
STOCKHOLDERS’ DEFICIENCY
                
                 
Capital Stock
                
Authorized:
                
   100,000,000 voting common shares with a par value of $0.00001 per share
                
                 
Issued:
                
   11,509,000 common shares at September 30, 2014 and December 31, 2013
    
115
      
115
  
                 
Additional Paid-In Capital
    
692,385
      
692,385
  
Accumulated Deficit
    
(978,604
)
    
(882,286
)
     
(286,104
)
    
(189,786
)
                 
   
$
24,492
    
$
21
  
                 




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






 
 
 
4
 
 



INTERNATIONAL GOLD CORP.

INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
 (Stated in U.S. Dollars)



                         
   
THREE MONTHS ENDED
    
NINE MONTHS ENDED
  
   
SEPTEMBER 30
    
SEPTEMBER 30
  
   
2014
    
2013
    
2014
    
2013
  
                         
Revenue
  
$
-
    
$
-
    
$
-
    
$
-
  
                                 
Expenses
                                
Consulting services
    
9,789
      
26,623
      
61,590
      
83,480
  
Corporate support services
    
-
      
1,838
      
-
      
9,397
  
Interest, bank and finance charges
    
3,252
      
2,158
      
7,970
      
(3,069)
  
Office, foreign exchange and sundry
    
(2,763
)
    
3,923
      
(2,723
)
    
4,409
  
Professional fees
    
16,769
      
6,550
      
38,800
      
32,547
  
Transfer and filing fees
    
3,064
      
1,046
      
10,280
      
10,151
  
     
30,111
      
42,138
      
115,917
      
136,915
  
                                 
Loss from operations
  
$
(30,111
)
  
$
(42,138
)
  
$
(115,917
)
  
$
(136,915
)
                                 
Other income
    
19,599
      
-
      
19,599
      
-
  
                                 
Net Loss For The Period
    
(10,512
)
    
(42,138
)
    
(96,318
)
    
(136,915
)
                                 
Basic And Diluted Loss Per Common Share
  
$
(0.00
)
  
$
(0.00
)
  
$
(0.01
)
  
$
(0.01
)
                                 
Weighted Average Common  Shares Outstanding
    
11,509,000
      
9,901,500
      
11,509,000
      
 9,901,500
  
                                 
 


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




 
 
 
5
 



INTERNATIONAL GOLD CORP.

INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)



             
   
NINE MONTHS ENDED
  
   
SEPTEMBER 30
  
   
2014
    
2013
  
             
 Cash Provided By (Used In):
            
             
Operating Activities
            
Net loss for the period
  
$
(96,318
)
  
$
(136,915
)
Adjustments to reconcile net loss to net cash used in operating activities:
                
Accrued interest payable
    
6,171
      
7,247
  
Net changes in non-cash operating working capital items:
                
(Increase) decrease in prepaid fees and advances
    
(8,300
)
    
34,032
  
Decrease in amounts receivable
    
-
      
9,464
  
Increase (decrease) in accounts payable and accrued liabilities
    
29,990
      
(35,710
)
     
(68,457
)
    
(121,882
)
Financing Activities
                
Issuance of common stock subscriptions
    
-
      
90,000
  
Loan advances
    
84,628
      
20,690
  
     
84,628
      
110,690
  
                 
Net Increase (Decrease) In Cash
    
16,171
      
(11,192
)
                 
Cash, Beginning Of Period
    
21
      
11,282
  
                 
Cash, End Of Period
  
$
16,192
    
$
90
  
                 
Supplemental Disclosure Of Cash Flow Information
                
     Cash paid during the period for:
                
        Interest
  
$
-
    
$
-
  
        Income taxes
  
$
-
    
$
-
  
Shares issued for debt settlement
  
$
-
    
$
21,750
  



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





 
 
 
6
 
INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
 (Unaudited)
(Stated in U.S. Dollars)

1. 
BASIS OF PRESENTATION AND NATURE OF OPERATIONS

Organization and Nature of Operations

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

Going Concern

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

The future of the Company is dependent upon its ability to establish a business and to obtain new financing to execute a business plan. As shown in the accompanying financial statements, the Company has incurred accumulated losses of $978,604 for the period from December 9, 2004 (inception) to September 30, 2014, and has had no revenue from operations.  There is no assurance that management’s plans to seek additional capital through private placements of its common stock will be realized, and these factors cast substantial doubt upon the use of the going concern assumption. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Basis of Presentation

The unaudited financial information furnished herein reflects all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented.  These third quarter financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s report on Form 10-K for the year ended December 31, 2013.  The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding fiscal year, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context.  Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s financial statements for the fiscal year ended December 31, 2013, has been omitted.  The results of operations for the nine month period ended September 30, 2014 are not necessarily indicative of results for the entire year ending December 31, 2014.
 
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

 
a)
Basis of Accounting
     
    The Company’s financial statements have been prepared using the accrual method of accounting. 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 periods presented have been reflected herein.
 
 
b) 
Cash and Cash Equivalents
     
   
Cash consists of cash on deposit with high quality major financial institutions. For purposes of the balance sheet and statements of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of 90 days or less to be cash equivalents. At September 30, 2014 and December 31, 2013, the Company had no cash equivalents.

 
 
 
7
 
INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
 (Unaudited)
(Stated in U.S. Dollars)

2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 
c)
Foreign Currency Accounting
     
   
The Company’s functional currency is the U.S. dollar. Head office financing and investing activities are generally in Canadian dollars. Transactions in Canadian currency are translated into U.S. dollars as follows:
     
   
i) monetary items at the exchange rate prevailing at the balance sheet date;
ii) non-monetary items at the historical exchange rate; and
iii) revenue and expense items at the rate in effect of the date of transactions.
 
   
Gains and losses arising on the settlement of foreign currency denominated transactions or balances are recorded in the statements of operations.
     
 
d)
Fair Value of Financial Instruments
     
   
ASC Topic 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. These tiers include:
   
 
§
Level 1 – defined as observable inputs such as quoted prices in active markets;
 
§
Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
 
§
Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 
The Company’s financial instruments consist of cash, prepaid fees and advances, accounts payable and accrued liabilities, and loans payable. The Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The carrying values of cash and prepaid fees and advances (Level 1), accounts payable and accrued liabilities, and loans payable (Level 2) approximate their fair values due to the immediate or short term maturity of these financial instruments.
 
 
e)
Use of Estimates and Assumptions
     
   
The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions are determining the fair value of transactions involving related parties and common stock. Actual results may differ from the estimates.
 
 
f)
Basic and Diluted Earnings (Loss) Per Share
     
   
The Company reports basic earnings or loss per share in accordance with ASC Topic 260, “Earnings Per Share”. Basic earnings or loss per share is calculated based on the weighted average number of common stock outstanding during the period. In periods with net income, the diluted per share amounts include the dilutive effect of common stock equivalents such as outstanding warrants or stock options. In periods with net losses, basic and diluted loss per share are the same, as including the effect of common stock equivalents would be anti-dilutive. The Company has no stock option plan, warrants or other dilutive securities.

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

 
 
 
8
 
INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013
(Unaudited)
(Stated in U.S. Dollars)

2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 
h) 
Recent Accounting Pronouncements
     
   
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
 
3. 
CAPITAL STOCK

During the nine months ended September, 2014, the Company received no subscriptions for shares of its common stock.

During the year ended December 31, 2013:
 
 
·
in connection with the $0.20 private placement, the Company received $90,000 as subscriptions for 450,000 shares of its common stock. 250,000 shares were issued on October 3, 2013 and 200,000 on October 25, 2013 in connection with those subscriptions; and
 
·
the Company reached an agreement with a lender to issue 217,500 shares of its common stock to settle $21,750 in loans payable. Those shares were issued on October 3, 2013.

The Company has no stock option plan, warrants or other dilutive securities.
 
4.
LOANS PAYABLE

The Company had the following loans payable:

Principal balances as at September 30, 2014:
 
 
i)
$5,000: unsecured; interest at 15% per annum; due on April 20, 2012.
 
ii)
$75,000: unsecured; interest at 10% per annum; due on August 2, 2011.
 
iii)
$32,858: unsecured; non-interest bearing; with no specific terms of repayment; owed to a director.
 
iv)
$25,561: unsecured; non-interest bearing; with no specific terms of repayment.
 
v)
$1,829: unsecured; non-interest bearing; with no specific terms of repayment.
 
vi)
$35,000: unsecured; non-interest bearing; with no specific terms of repayment; owed to a company controlled by a director.

    Principal balances as at December 31, 2013:
 
 
i)
$5,000: unsecured; interest at 15% per annum; due on April 20, 2012.
 
ii)
$75,000: unsecured; interest at 10% per annum; due on August 2, 2011.
 
iii)
$1,642: unsecured; non-interest bearing; with no specific terms of repayment.
 
iv)
$8,979: unsecured; non-interest bearing; with no specific terms of repayment.
 
As of September 30, 2014, interest totaling $27,282 (December 31, 2013 - $21,110) was accrued on the loan amounts.

The loan balances remain outstanding to date and the Company intends to renegotiate the repayment terms with the lenders.

5.
RELATED PARTY TRANSACTIONS AND AMOUNTS DUE

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

 
a)
Related Party Amounts Due
     
   
At September 30, 2014, the Company owed a company controlled by a director and officer $70,819 (December 31, 2013: $32,108) which was included in accounts payable.


 
 
 
9
 
INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013
(Unaudited)
(Stated in U.S. Dollars)
 
5.
RELATED PARTY TRANSACTIONS AND AMOUNTS DUE (Continued)

 
b) 
Consulting Services
     
   
During the nine months ended September 30, 2014, the Company incurred $60,653 (September 30, 2013 - $83,480) in consulting fees to a director and officer of the Company. See Note 6.
 
6.
CONTRACTUAL OBLIGATIONS, COMMITMENTS AND SUBSEQUENT EVENTS

 
a)
On February 21, 2012, a consulting agreement was fully executed between the Company and another company controlled by a director and officer of the Company, effective January 1, 2012 for a term of 48 months, whereby the related company agreed to provide the services of its shareholder as the Company’s CEO, COO, CFO and Corporate Secretary.  As compensation, the Company was to pay $90,000 per annum, in equal monthly installments of $7,500, in arrears and plus applicable taxes.  The Company also agreed to reimburse reasonable business and/or entertainment and automobile expenses during the duration of the consulting agreement. Effective July 1, 2012, the agreement was revised to amend the compensation to be monthly installments of $9,000 CAD plus applicable taxes, with the 48 month term to commence from the new effective date.

The final monthly installment under the above agreement was paid in July, 2014. The Company and the service provider (the related company) are negotiating a settlement agreement and the parties have agreed that payments subsequent to July, 2014 are advances on the settlement amount. $6,713 of such payments is included in prepaid fees and advances at September 30, 2014 (December 31, 2013: $Nil)

 
b)
On August 29, 2014, the Company entered into a Letter of Intent (“the LOI”) with Lode Star Gold Inc. (“LSG”), a Nevada registered private company, regarding a proposed purchase by the Company of an interest in LSG’s mineral property. Pursuant to the LOI, the Company has agreed to issue shares of its common stock and make certain payments to LSG in consideration for the interest. The two companies have agreed to use their best efforts to negotiate and execute a definitive agreement setting out the full terms of the transaction within 30 days. The definitive agreement will be subject to a number of closing conditions including satisfactory completion of due diligence and the receipt of all necessary governmental and regulatory approvals.

On October 4, 2014, the Company and LSG entered into a definitive mineral option agreement (the "Definitive Agreement") for the Company to acquire an interest in LSG’s Nevada Goldfield Bonanza property (the "Property").  Certain conditions to closing the proposed takeover remain outstanding, including the execution and delivery of settlement agreements between the Company and certain of its creditors.

Pursuant to the Definitive Agreement, the Company is required to issue to LSG 35,000,000 shares of common stock at a deemed price of $0.02 per share for a total value of $700,000 in order to earn a 20% undivided interest in the Property. In order to earn an additional 60% interest in the Property (for a total of 80%), the Company is required to fund all expenditures on the Property and pay LSG an aggregate of $5 million in cash from the Property’s mineral production proceeds in the form of a net smelter returns (“NSR”) royalty.

Until such time as the Company has earned the additional 60% interest, the NSR royalty will be split as to 79.2% to LSG and 19.8% to the Company since the Property is subject to a pre-existing 1% NSR royalty in favor of a third party.

If the Company fails to make any cash payments to LSG within one year of signing the definitive agreement, the Company has agreed to pay LSG an additional $100,000, and in any subsequent years in which the Company fails to complete the payment of the entire $5 million described above, it must make quarterly cash payments to LSG of $25,000 until such time as it has earned the 60% interest in the Property.

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


 
 
 
10
 
 
 
ITEM 2. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. In addition to historical financial information, the following discussion includes a number of forward-looking statements that reflect our plans, estimates and 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. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results 
 
Plan of Operation
 
We are currently considered a “shell” company inasmuch as we are not generating revenues, do not own an operating business, and have no specific plan other than to engage in a merger or acquisition transaction with an operating company or business. We have no employees and minimal cash.

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

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

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

We have no employees. The services of our president and CEO, Robert M. Baker, have been provided through a consulting agreement effective July 1, 2012 with a company owned by Mr. Baker. The final monthly installment under that agreement was paid in July, 2014. The Company and the service provider (the related company) are negotiating a settlement agreement and the parties have agreed that payments subsequent to July, 2014 are advances on the settlement amount. We expect to use outside consultants, advisors, attorneys and accountants as necessary, none of whom will be hired on a retainer basis. We do not anticipate hiring any full-time employees so long as we are seeking and evaluating business opportunities.

The time and costs required to select and evaluate a target business or project (including conducting a due diligence review) and to structure and consummate the business combination or project acquisition (including negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable corporate and securities laws) cannot be determined at this time. Our president will devote such time as he deems reasonably necessary to carry out our business and affairs. The amount of time devoted to our business and affairs may vary significantly depending upon, among other things, whether we have identified a target business or project or are engaged in active negotiation of a business combination or project acquisition.



 
 
 
11
 
 
 
ITEM 2. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Proposed Business Transaction

On August 29, 2014, we entered into a Letter of Intent (“the LOI”) with Lode Star Gold Inc. (“LSG”), a Nevada registered private company, regarding a proposed purchase of an interest in LSG’s mineral property. Pursuant to the LOI, we agreed to issue shares of our common stock and make certain payments to LSG in consideration for the interest. The two companies have agreed to use their best efforts to negotiate and execute a definitive agreement setting out the full terms of the transaction within 30 days. The definitive agreement will be subject to a number of closing conditions including satisfactory completion of due diligence and the receipt of all necessary governmental and regulatory approvals.

On October 4, 2014, we entered into a definitive mineral option agreement with LSG (the "Definitive Agreement") to acquire an interest in LSG’s Nevada Goldfield Bonanza property (the "Property").  Certain conditions to closing the proposed takeover remain outstanding, including the execution and delivery of settlement agreements between us and certain of our creditors.

Pursuant to the Definitive Agreement, we are required to issue to LSG 35,000,000 shares of common stock at a deemed price of $0.02 per share for a total value of $700,000 in order to earn a 20% undivided interest in the Property. In order to earn an additional 60% interest in the Property (for a total of 80%), we are required to fund all expenditures on the Property and pay LSG an aggregate of $5 million in cash from the Property’s mineral production proceeds in the form of a net smelter returns (“NSR”) royalty.

Until such time as we have earned the additional 60% interest, the NSR royalty will be split as to 79.2% to LSG and 19.8% to us since the Property is subject to a pre-existing 1% NSR royalty in favor of a third party.

If we fail to make any cash payments to LSG within one year of signing the definitive agreement, we have agreed to pay LSG an additional $100,000, and in any subsequent years in which we fail to complete the payment of the entire $5 million described above, we must make quarterly cash payments to LSG of $25,000 until such time as we have earned the 60% interest in the Property.

In connection with the signing of the LOI, we agreed to appoint Mark Walmesley, a director of LSG, to our Board of Directors.  Mr. Walmesley will be appointed as our President and CEO upon the closing of the definitive agreement and Robert M. Baker will continue on the Board of Directors and act as the company's Secretary.

On September 22, 2014, Mr. Walmsley was formally appointed to our Board of Directors and as our Chief Financial Officer and Treasurer, replacing Mr. Baker in those roles.

About the Property

The Goldfield Bonanza Property is geographically located adjacent to the historic gold producing town of Goldfield, Nevada.  The Goldfield District was discovered in 1903 and has produced intermittently since that time, with the last recorded production coming from open pit operations conducted during the 1980’s. According to Nevada Bureau of Mines and Geology Bulletin 78 (1972), the Goldfield District has recorded production in excess of 4.1 million ounces of gold from high grade quartz-alunite ledges, with some historic stopes grading in excess of 1 oz/ton Au (>34 g/tonne). Bulletin 78 also noted that the average grade of recorded gold production from 1903 to 1940 was in excess of 0.5 oz/ton Au (>17 g/tonne).

Limited Operating History; Need for Additional Capital

There is not sufficient historical financial information about us upon which to base an evaluation of our performance.  We are considered a shell company and have not generated any revenues from operations.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including, without limitation, the items listed in Item 1A RISK FACTORS in our report filed on Form 10-K for the year ended December 31, 2013.

We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue our operations.
 


 
 
 
12
 
 
 
ITEM 2. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Results of Operations

To September 30, 2014

The following summary of our results of operations should be read in conjunction with our financial statements for the period ended September 30, 2014 which are included with this Report.

   
Three Months Ended
September 30
    
Change
   
2014
    
2013
    
Amount
    
Percentage
Revenue
  
$
-
    
$
-
    
$
-
    
-
Operating Expenses
  
$
30,111
    
$
42,138
    
$
(12,027
 )  
(29%)
Loss from Operations
  
$
(30,111
)
  
$
(42,138
)
  
$
12,027
    
(29%)
Other Income
  
$
19,599
    
$
-
    
$
19,599
    
-
Net Loss For The Period
  
$
(10,512
)
  
$
(42,138
)
  
$
31,626
    
(75%)
 
   
Nine Months Ended
September 30
      
Change
   
2014
    
2013
      
Amount
    
Percentage
Revenue
  
$
-
    
$
-
     $  -    
-
Operating Expenses
  
$
115,917
    
$
136,915
     $  (20,998 )  
(15%)
Loss from Operations
  
$
(115,917
)
  
$
(136,915
)
   $ 20,998    
(15%)
Other Income
  
$
19,519
     $
-
     $ 19,519    
-
Net Loss For The Period
  
$
(96,318
)
   $
(136,915
)
   $ 40,597    
(30%)
 
Revenues

We have had no operating revenues since our inception on December 9, 2004. We recorded a net loss of $10,512 for the three month period ended September 30, 2014 and have an accumulated deficit of $978,604. We have no way to generate any revenue until after we are able to effect a business combination or project acquisition. The possibility and timing of revenue being generated after that cannot be predicted at this time.

Expenses – Three months ended September 30, 2014 and 2013

Notable period over period differences are as follows:

   
Three Months Ended September 30
    
Change
   
2014
    
2013
    
Amount
  
Percentage
Consulting services
  
$
9,789
    
$
26,623
    
$
(16,834
)
(63%)
Corporate support services
  
$
-
    
$
1,838
    
$
(1,838
)
(100%)
Office, foreign exchange and sundry
  
$
(2,763
)
  
$
3,923
    
$
(6,686
)
(170%)
Professional fees
  
$
16,769
    
$
6,550
    
$
10,219
  
156%
Transfer and filing fees
  
$
3,064
    
$
1,046
    
$
2,018
  
193%

 
§
Consulting services were lower in the third quarter of 2014 than in 2013 due to an agreement with the company providing services of our CEO that the final installment under the consulting agreement for those services was paid in July, 2014. A settlement is to be finalized.
 
§
Corporate support services decreased as a result of the agreement to supply those services being terminated by the service provider as of December 31, 2013.
 
§
Office, foreign exchange and sundry were lower in 2014 primarily due to an increase in foreign exchange gain of approximately $8,000 offset by an increase in IT expenses (approximately $1,000).
 
§
Professional fees increased primarily due to timing of billings for audit and review services.
 
§
Transfer and filing fees increased primarily due to 8K filing requirements in the 2014 quarter, with none in the 2013 quarter.




 
 
 
13
 
 
 
ITEM 2. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Balance Sheet at September 30, 2014 and December 31, 2013

Items with notable period-end differences are as follows:

   
September 30
    
December 31
    
Change
   
2014
    
2013
    
Amount
  
Percentage
Cash
  
$
16,192
    
$
21
    
$
16,171
  
77,005%
Prepaid fees and advances
  
$
8,300
    
$
-
    
$
8,300
  
-
Accounts payable and accrued liabilities
  
$
108,066
    
$
78,076
    
$
29,990
  
38%
Loans payable
  
$
202,530
    
$
111,731
    
$
90,799
  
81%

 
§
The increase in Cash of approximately $16,000 is explained below in the section on Cash Flows.
 
§
Prepaid fees and advances increased due to approximately $2,000 in a legal retainer plus approximately $7,000 in advances paid on a debt settlement.
 
§
Accounts payable and accrued liabilities increased mainly due to increases in accrued costs for transfer agent services (approximately $2,000), accounting services (approximately $9,000), and consulting fees (approximately $35,000), offset by a decrease in accrued costs for corporate support services (approximately $20,000) due to a settlement agreement.
 
§
Loans payable increased due to the receipt in 2014 of loans of approximately $85,000, together with an increase in accrued interest of approximately $6,000.
 
Liquidity and Capital Resources

As of September 30, 2014, our total assets were $24,492 (December 31, 2013: $21), comprised of cash and prepaid fees and advances, while our total liabilities were $310,596 (December 31, 2013: $189,807), comprised of accounts payable and accrued liabilities, and loans payable.

Our working capital as at September 30, 2014 and December 31, 2013 and the changes between those dates are summarized as follows:
 
   
September 30
    
December 31
    
Increase/(Decrease)
   
2014
    
2013
    
Amount
  
Percentage
Current Assets
  
$
24,492
      
21
    
$
24,471
  
116,529%
Current Liabilities
    
310,596
      
189,807
      
120,789
  
64%
Working Capital (Deficiency)
  
$
(286,104
)
    
(189,786
)
  
$
(96,318)
  
51%

The increase in our working capital deficiency from December 31, 2013 to September 30, 2014 is explained by the changes outlined above for notable Balance Sheet items, all of which are Current Assets or Current Liabilities.





 
 
 
14
 
 
 
ITEM 2. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Cash Flows
   
Nine Months Ended September 30
    
Change
   
2014
    
2013
    
Amount
  
Percentage
Cash Flows (Used In) Provided By:
                    
Operating Activities
  
$
(68,457
)
  
$
(121,882
)
  
$
53,425
  
44%
Financing Activities
    
84,628
      
110,690
      
(26,062
)
(24%)
                           
 Net increase (decrease) in cash
  
$
16,171
    
$
(11,192
)
  
$
27,363
  
245%

 
Cash Used In Operating Activities
 
The decrease in cash used in operating activities of approximately $53,000 is due to the following:
 
§
Operating expenses being lower by approximately $21,000 in the current nine month period than in the equivalent period in the prior year, together with other income of approximately $20,000 in the current period;
 
§
An increase in prepaid fees and advances of approximately $8,000 in 2014, compared to a decrease of approximately $34,000 in 2013, for a net year over year period difference of approximately $42,000;
 
§
A decrease in amounts receivable of $Nil in 2014, compared to approximately $9,000 in 2013, resulting in a year over year difference of approximately $9,000; and
 
§
In 2014, accounts payable increased by approximately $30,000, while in the corresponding 2013 period, it decreased by approximately $36,000, for a net year over year difference of approximately $66,000. 

Cash Provided By Financing Activities
The decrease of approximately $26,000 in cash provided by financing activities was due to:
 
§
loan advances in the first nine months of 2014 of approximately $85,000, compared to approximately $21,000 in the same period in 2013; a net increase of approximately 64,000, and
 
§
the receipt of subscriptions for our common stock being $Nil in the first nine months of 2014, compared to $90,000 in the same period in 2013, a net decrease of $90,000.

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

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






 
 
 
15
 
 
 
ITEM 4.
CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II - OTHER INFORMATION

ITEM 1A.
RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.  Our business is subject to risks inherent in the establishment of a new business enterprise, including, without limitation, the items listed in Item 1A RISK FACTORS in our report filed on Form 10-K for the year ended December 31, 2013.
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We had the no unregistered sales of securities during the three months ended September 30, 2014 or subsequently, to the date of this report.






 
 
 
16
 
 
 
ITEM 6. 
EXHIBITS.

The following documents are included herein:

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








 
 
 
17
 
 


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 14th day of November, 2014
 
 
INTERNATIONAL GOLD CORP.
  
       
 
BY:
“Robert M. Baker”
  
   
Robert M. Baker
  
   
President, Chief Executive Officer, and member of the Board of Directors
  
       

 
 

 




 
 
 
18
 
 


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

 
 
 

 
 

 
 
 
 
 
            
 
 
19

Lode-Star Mining Inc. Reports

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