-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C2aHruHam/MD0p/wm4T84XiLxma6kIgo5h5h6nB8zvBhQEi57qNwkDtRXDg6VP/s njDu267NmzJjM9a7FYkYDg== 0001255294-11-000018.txt : 20110208 0001255294-11-000018.hdr.sgml : 20110208 20110208124603 ACCESSION NUMBER: 0001255294-11-000018 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110208 DATE AS OF CHANGE: 20110208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IVANY NGUYEN, INC. CENTRAL INDEX KEY: 0001096555 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 880258277 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-149930 FILM NUMBER: 11581500 BUSINESS ADDRESS: STREET 1: 7 INGRAM DRIVE SUITE 128 CITY: TORONTO STATE: A6 ZIP: M6M 2L7 BUSINESS PHONE: 888-648-9366 MAIL ADDRESS: STREET 1: 7 INGRAM DRIVE SUITE 128 CITY: TORONTO STATE: A6 ZIP: M6M 2L7 FORMER COMPANY: FORMER CONFORMED NAME: IVANY MINING INC DATE OF NAME CHANGE: 20070725 FORMER COMPANY: FORMER CONFORMED NAME: PLANET411 COM INC DATE OF NAME CHANGE: 19991008 424B3 1 mainbody.htm MAINBODY mainbody.htm
 
Prospectus Supplement No. 4
 
Filed Pursuant to Rule 424(b)(3)
 
File No. 333-149930 

graphic
IVANY NGUYEN, INC.
8720-A Rue Du Frost
St. Leonard, Quebec, Canada, H1P 2Z5
(514) 831-3809
 
Prospectus Supplement No. 4
 
(to Final Prospectus dated May 1, 2008)
 
This Prospectus Supplement No. 4 supplements and amends the final prospectus dated May 1, 2008 (the “Final Prospectus”), relating to the sale from time to time of up to 5,055,845 shares of common stock by certain shareholders, as well as the shares of common stock underlying the warrants held by the selling shareholders.
 
On November 22, 2010, we filed with the U.S. Securities and Exchange Commission the attached Quarterly Report on Form 10-Q.
 
This Prospectus Supplement No. 4 should be read in conjunction with the Final Prospectus and is qualified by reference to the Final Prospectus except to the extent that the information in this Prospectus Supplement No. 4 supersedes the information contained in the Final Prospectus.
 
Our shares of common stock are quoted on the OTC Bulletin Board and trade under the ticker symbol “IVNG.” On February 8, 2011, the last reported sale price of our common stock was $0.18 per share.
 
Investing in our common stock involves a high degree of risk. See “Risk Factors”
beginning on page 5 of the Final Prospectus dated May 1, 2008.
 

 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus Supplement No. 4 is truthful or complete. Any representation to the contrary is a criminal offense.
 

 
The date of this Prospectus Supplement No. 4 is February 8, 2011.
 
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

[X]
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the quarterly period ended September 30, 2010
   
[  ]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the transition period __________ to __________
   
 
Commission File Number:  000-27645

Ivany Nguyen, Inc.
(Exact name of small business issuer as specified in its charter)

Delaware
88-0258277
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)

7 Ingram Drive, Suite 128, Toronto, Ontario, Canada M6M 2L7
(Address of principal executive offices)

(888) 648-9366 Ext. 2
(Issuer’s telephone number)
 
_______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
 
Indicated by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes    [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer
[ ] Non-accelerated filer
[ ] Accelerated filer
[X] Smaller reporting company
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes   [X] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  42,206,877 common shares as of November 19, 2010.

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 (§ 229.405 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]

 

PART I - FINANCIAL INFORMATION


 
These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended September 30, 2010 are not necessarily indicative of the results that can be expected for the full year.

(An Exploration Stage Company)
Balance Sheets
 
ASSETS
           
 
September 30,
 
   June 30,
 
 
2010
   
2010
 
 
(Unaudited)
       
CURRENT ASSETS
         
           
Cash
$ 24,508     $ 69,461  
               
Total Current Assets
  24,508       69,461  
               
EQUIPMENT, net
  760       1,266  
               
TOTAL ASSETS
$ 25,268     $ 70,727  
               
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
CURRENT LIABILITIES
             
               
Accounts payable
$ 39,611     $ 53,422  
               
Total Current Liabilities
  39,611       53,422  
               
STOCKHOLDERS' EQUITY (DEFICIT)
             
               
Preferred stock; 10,000,000 shares authorized, at $0.001 par value, none issued or outstanding and outstanding
  -       -  
Common stock; 200,000,000 shares authorized, at $0.001 par value, 40,056,877 and 39,506,877 shares issued 
             
    and outstanding, respectively
  40,807       39,507  
Additional paid-in capital
  10,595,372       10,391,672  
Deficit accumulated during the exploration stage
  (10,650,522 )     (10,413,874 )
               
Total Stockholders' Equity (Deficit)
  (14,343 )     17,305  
               
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
$ 25,268     $ 70,727  
 
The accompanying notes are an integral part of these financial statements.
 
 
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
 
             
From Inception
 
 
For the Three Months Ended
   
Through
 
 
September, 30
   
September 30,
 
 
2010
   
2009
   
2010
 
                 
REVENUES
$ -     $ -     $ -  
                       
OPERATING EXPENSES
                     
                       
Exploration
  -       -       170,873  
Professional fees
  217,364       78,600       1,331,476  
General and administrative
  18,779       18,906       2,199,745  
Impairment of mining properties
  -       -       545,221  
Depreciation
  505       505       5,303  
                       
Total Operating Expenses
  236,648       98,011       4,252,618  
                       
LOSS FROM OPERATIONS
  (236,648 )     (98,011 )     (4,252,618 )
                       
INCOME TAX EXPENSE
  -       -       -  
                       
LOSS FROM CONTINUING OPERATIONS
  (236,648 )     (98,011 )     (4,252,618 )
                       
DISCONTINUED OPERATIONS
  -       -       (6,397,904 )
                       
NET LOSS
$ (236,648 )   $ (98,011 )   $ (10,650,522 )
                       
BASIC LOSS PER SHARE
$ (0.01 )   $ (0.00 )        
                       
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
  39,809,075       36,541,877          
 
The accompanying notes are an integral part of these financial statements.
 
 
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficit)
 
                   
Deficit
       
             
Stock
   
Accumulated
   
Total
 
         
Additional
 
Subscription
   
During the
   
Stockholders'
 
 
Common Stock
 
Paid-In
 
(Receivable)
   
Exploration
   
Equity
 
 
Shares
 
Amount
 
Capital
 
Payable
   
Stage
   
(Deficit)
 
                             
Balance, June 30, 2005
246,032   $ 246   $ 6,215,095   $ -     $ (6,330,697 )   $ (115,356 )
                                       
Net loss for the year ended
                                     
    June 30, 2006
-     -     -     -       (28,518 )     (28,518 )
                                       
Balance, June 30, 2006
246,032     246     6,215,095     -       (6,359,215 )     (143,874 )
                                       
Net loss for the year ended
                                     
    June 30, 2007
-     -     -     -       (38,689 )     (38,689 )
                                       
Balance, June 30, 2007
246,032     246     6,215,095     -       (6,397,904 )     (182,563 )
                                       
Mineral properties acquired
                                     
   for common stock
20,150,000     20,150     77,958     -       -       98,108  
                                       
Common stock issued for cash
5,055,845     5,056     1,273,191     -       -       1,278,247  
                                       
Value of options granted
-     -     1,528,233     -       -       1,528,233  
                                       
Net loss for the year
                                     
    ended June 30, 2008
-     -     -     -       (2,631,422 )     (2,631,422 )
                                       
Balance, June 30, 2008
25,451,877     25,452     9,094,477     -       (9,029,326 )     90,603  
                                       
Common stock issued for
                                     
   services at $0.91
300,000     300     272,700     -       -       273,000  
                                       
Common stock issued for exercised
                                     
   options at $0.05 per share
100,000     100     4,900     -       -       5,000  
                                       
Common stock issued for
                                     
   cash at $0.05 per share
10,200,000     10,200     480,800     19,000       -       510,000  
                                       
Net loss for the year ended
                                     
    June 30, 2009
-     -     -     -       (520,690 )     (520,690 )
                                       
Balance, June 30, 2009
36,051,877     36,052     9,852,877     19,000       (9,550,016 )     357,913  
                                       
Common stock issued for
                                     
   stock subscription payable
380,000     380     18,620     (19,000 )     -       -  
                                       
Common stock issued for
                                     
   cash at $0.05 per share
600,000     600     29,400     -       -       30,000  
                                       
Common stock issued for exercised
                                     
   options at $0.10 per share
2,250,000     2,250     222,750     -       -       225,000  
                                       
Common stock issued for services
                                     
   at $0.17 per shared
225,000     225     38,025     -       -       38,250  
                                       
Fair value of warrants issued for services
-     -     230,000     -       -       230,000  
                                       
Net loss for the year ended
                                     
   June 30, 2010
-     -     -     -       (863,858 )     (863,858 )
                                       
Balance, June 30, 2010
39,506,877     39,507     10,391,672     -       (10,413,874 )     17,305  
                                       
Common stock issued for services
                                     
   at $0.20 per shared (unaudited)
750,000     750     149,250     -       -       150,000  
                                       
Warrants exercised for cash at $0.10 per
                                     
   share (unaudited)
550,000     550     54,450     -       -       55,000  
                                       
Net loss for the three months ended
                                     
   September 30, 2010 (unaudited)
-     -     -     -       (236,648 )     (236,648 )
                                       
Balance, September 30, 2010 (unaudited)
40,806,877   $ 40,807   $ 10,595,372   $ -     $ (10,650,522 )   $ (14,343 )
 
The accompanying notes are an integral part of these financial statements.
 
 
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
 
             
From Inception
 
 
For the Three Months Ended
   
Through
 
 
September 30,
   
September 30,
 
  2010     2009     2010  
OPERATING ACTIVITIES
               
                 
Net loss
$ (236,648 )   $ (98,011 )   $ (10,650,522 )
Adjustments to reconcile net loss to net cash used by operating activities:
                     
Discountinued operations
  -       -       6,215,341  
Value of options granted
  -       -       1,758,233  
Common stock issued for services
  150,000       -       461,250  
Depreciation
  506       505       5,304  
Impairment of mining properties
  -       -       545,221  
Changes in operating assets and liabilities:
                     
Change in accounts payable
  (13,811 )     (5,870 )     39,611  
                       
Net Cash Used in Operating Activities
  (99,953 )     (103,376 )     (1,625,562 )
                       
INVESTING ACTIVITIES
                     
                       
Purchase of mineral properties
  -       -       (447,113 )
Purchase of computer equipment
  -       -       (6,064 )
                       
Net Cash Used in Investing Activities
  -       -       (453,177 )
                       
FINANCING ACTIVITIES
                     
                       
Proceeds from common stock
  55,000       20,000       2,103,247  
Repayment of notes payable
  -       (2,588 )     (40,247 )
Proceeds from notes payable
  -       7,187       40,247  
Repayment to shareholder
  -       -       (160,962 )
Borrowings from shareholder
  -       -       160,962  
                       
Net Cash Provided by Financing Activities
  55,000       24,599       2,103,247  
                       
NET INCREASE (DECREASE) IN CASH
  (44,953 )     (78,777 )     24,508  
CASH AT BEGINNING OF PERIOD
  69,461       455,263       -  
                       
CASH AT END OF PERIOD
$ 24,508     $ 376,486     $ 24,508  
                       
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                     
                       
CASH PAID FOR:
                     
                       
Interest
$ -     $ -     $ -  
Income Taxes
$ -     $ -     $ -  
                       
NON CASH FINANCING ACTIVITIES:
                     
                       
Common stock issued for mineral properties
$ -     $ -     $ 98,108  
 
The accompanying notes are an integral part of these financial statements.
 
 
Notes to the Financial Statements
September 30, 2010 and 2009
 
NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2010 and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2010 audited financial statements.  The results of operations for the period ended September 30, 2010 is not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – RELATED PARTY TRANSACTIONS

The Company currently has consulting agreements with two of the Company’s officers.  Each agreement authorizes each member to receive $6,000 per month in consulting fees along with reimbursement of expenses incurred on the Company’s behalf.  During the three months ended September 30, 2010 the Company paid $44,057 in combined fees and expense reimbursements to these two officers.

NOTE 4 – CAPITAL STOCK TRANSACTIONS

Preferred stock
The authorized preferred stock is 10,000,000 shares with a par value of $0.001. As of September 30, 2010, the Company has no shares of preferred stock issued or outstanding.

Common stock
The authorized common stock is 200,000,000 shares with a par value of $0.001. As of September 30, 2010 and June 30, 2010, 40,806,877 and 36,051,877 shares were issued and outstanding, respectively.

During the year ended June 30, 2007, the Company completed a reverse split on its common stock from 500 shares to 1 share. The reverse stock split is reflected on a retroactive basis.
 
 
IVANY NGUYEN, INC.
Notes to the Financial Statements
September 30, 2010 and 2009
 
NOTE 4 – CAPITAL STOCK TRANSACTIONS (CONTINUED)

During the year ended June 30, 2008, the Company issued 5,055,845 shares of its common stock for cash of $1,278,247. The Company also issued 20,150,000 shares of its common stock for mineral properties valued at $98,108.  The Company issued 2,500,000 options valued at $1,528,233.
 
During the year ended June 30, 2009, the Company issued 10,200,000 shares of its common stock for $510,000 cash.  Of this, $19,000 was recorded as a stock subscription payable because the shares were not issued until after the end of the fiscal year.  During this year the Company also issued 100,000 common shares for options exercised at $0.05 per share.   An additional 300,000 shares of common stock were issued for services at $0.91 per share based on the market value of the stock on the date of issuance.

During the year ended June 30, 2010, the Company issued 600,000 shares of common stock for $30,000 cash.  During this year the Company also issued 380,000 in fulfillment of the $19,000 stock subscription payable recorded in the previous year and 2,225,000 shares of common stock for options exercised at $0.10 per share.  The Company also issued 225,000 common shares to a public relations and marketing firm as compensation for services performed valued at $0.17 per share based on the stock price on the date of issuance.  During the 2010 fiscal year the Company issued 1,000,000 warrants with a fair value of $230,000 in exchange for services.  The fair value of the warrants was determined using the Black-Scholes valuation model under the assumptions detailed in Note 7.

During the three months ended September 30, 2010, the Company issued 550,000 shares of common stock for $55,000 cash to warrant holders upon the exercise of the warrants.  The Company also issued 750,000 shares of common stock to consultants for services performed.  The stock was valued at $150,000 based on the $0.20 per share trading price on the date of issuance.

NOTE 5 – STOCK OPTIONS AND WARRANTS

The estimated value of the compensatory common stock purchase warrants granted to non-employees in exchange for services and financing expenses is determined using the Black-Scholes evaluation model.

On June 10, 2010, the Company entered into an Investor Relations Agreement for investor and public relations services.  The services will include organizing presentations in several European cities, assistance with coverage in the German financial media, and certain shareholder relations matters. Under the Agreement, the Company agreed to compensate the consultant with options to purchase 1,000,000 shares of our common stock at an exercise price of $0.20 per share.  

During the years ended June 30, 2010 and 2009, the estimated value of the compensatory common stock purchase warrants granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions: expected term of 2-5 years, a risk free interest rate of 2.05-3.35%, a dividend yield of 0% and volatility of 90-907%. The amount of the expense charged to operations for compensatory options and warrants granted in exchange for services was $1,758,233.

During the year the three months ended September 30, 2010 no compensatory common stock purchase options were granted.
 
 
IVANY NGUYEN, INC.
Notes to the Financial Statements
September 30, 2010 and 2009

NOTE 5 – STOCK OPTIONS AND WARRANTS (CONTINUED)

Changes in stock options issued to during the three months ended September 30, 2010 and the years ended June 30, 2010 and 2009 were as follows:

Outstanding, June 30, 2008
2,500,000       0.10  
Granted
-       -  
Exercised
100,000       0.01  
Cancelled
-       -  
Outstanding, June 30, 2009
2,400,000       0.10  
Exercisable, June 30, 2009
2,400,000       0.10  
             
Granted
1,000,000       0.20  
Exercised
(2,250,000 )     0.10  
Cancelled
-       -  
Outstanding, June 30, 2010
1,150,000     $ 0.10  
Exercisable, June 30, 2010
1,150,000     $ 0.10  
             
Granted
-       -  
Exercised
(550,000 )     0.10  
Cancelled
-       -  
Outstanding, September 30, 2010
600,000     $ 0.10  
Exercisable, September 30, 2010
600,000     $ 0.10  
 
NOTE 6 – SUBSEQUENT EVENTS

On October 27, 2010 the Company sold 1,000,000 units consisting of one share of common stock and one warrant to purchase one share of common stock at a price of $0.15 per share for 24 months at $0.10 per share for total proceeds of $100,000.

In accordance with ASC 855, Company management reviewed all material events through November 18, 2010, the date these financial statements were issued, and has determined that there are no additional material subsequent events to report.
 
 

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continu e,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Description of Business

Ivany Nguyen, Inc. was formed as a Delaware corporation on July 13, 1999.  Our principal executive offices are located at 7 Ingram Drive, suite 128 Toronto, Ontario, Canada M6M 2L7.  Our telephone number is 1-888 648-9366 EXT 2.

We are engaged in building an agricultural company focused on the development of bamboo in South-East Asia.  We identified a key area where we believe we can harvest an existing bamboo resource and produce end products destined for both local markets in South East Asia as well as abroad.

We also hold certain metallic permits in Alberta.  We intend on selling these permits and their related exploration data in order to divest ourselves from the mining sector and move toward a pure agricultural focus.
 
 
Laos Bamboo Property License

Recently, we have successfully secured provincial and federal government approval to proceed with the development of our proposed bamboo harvesting project in Attapeu Province in Laos.  Under official document no. 1334/SNL, the federal Department of Agriculture & Forest in Laos has granted us approval to extract and harvest 5000 hectares of bamboo.  In addition, we have been granted approval by the Attapeu Provincial Agency of Land Management to build a factory, storage and nursery facilities on a 20 hectare land parcel located within the industrial zone of the Attapeu Province. This approval has been granted by the pursuant to official document no. 0580/QDDD.  Furthermore, the Laos federal government in has granted our foreign investment license and we have been approved by the Committee of Incentive and Management of Domestic & Foreign Investment as a 100% holder pursuant to Official Document No. 1193-KH-DT.

The quality of the bamboo is such that we are planning to harvest it for multiple downstream products.  The licensed areas are in close proximity to electrical grids and are accessible by paved roads. Skilled labor can be readily accessed in the nearby local communities where our planned production facilities will be located. Under our arrangements with the government, we have until the November 20, 2010 to open a corporate bank account in Laos and to deposit $210,000, which represents 30% of the $700,000 in total registered capital of our project.   After making this initial deposit, we will receive a stamp from the Ministry of Finance and will be able to proceed in using our funds to purchase the equipment needed to build our factory, as well as hiring the necessary labor.  We have broken down our p lanned factory construction and production goals into two phases.  In Phase 1, we plan on developing operations which will produce bamboo skewers and bamboo chips.  In Phase 2, we plan on expanding our factory and production lines to include a full bamboo flooring line.  In order to satisfy the government requirements regarding our project, we need to conclude Phase 1 and demonstrate our serious intent on producing bamboo in Laos before continuing to Phase 2.

Phase 1 Cost Estimates
 
 
Concrete Slab
 
$12,500.00
Electrical Panel & Grid Connection
$13,500.00
Agricultural Building
$65,000.00
Chipper & Conveyor Line
$75,000.00
Skewer Lines
$15,000.00
Bailing Machine
$3,500.00
Labour
$8,000.00
Office
$10,000.00
Green-House
$3,500.00
Equipment & Supplies
$4,000.00
   
Total:
$210,000.00

In order to make the required $210,000 deposit in Laos we will require approximately $125,000 in addition to our currently available cash.  Management is currently actively engaged in efforts to raise the necessary additional funds through the raising of additional equity capital.  We currently do not have any firm arrangements for the required equity financing, however, and can provide no firm assurance that the required funds will be timely raised.  In the event that we are unable to raise the required additional funding before November 28, 2010, we will request an extension from the Laos government.  Although management believes that such an extension, if necessary, could be obtained, we have no firm assurances in this regard.

 
Mineral Properties

Zama Lake Pb-Zn Property

The Zama Lake Pb-Zn property consists of 6 sections of a metallic permit with each section covering approximately 256 hectares for a total of 1536 hectares located 700 km north northwest of Edmonton Alberta.  The property previously consisted of 10 metallic permits covering an area of approximately 92,160 hectares. The property is a grass roots Pb-Zn play staked as the result of the discovery of anomalous sphalerite and galena grains found in till samples collected during diamond exploration. The property area is forested and hosts parts of the Zama Lake Oil and Gas field.  Zama Lake and Zama City are oil industry support bases and are located within the property.

Exploration on the Zama Lake property consisting of till sampling, examination of indicator mineral concentrates and silt geochemistry indicates the likely proximal presence of Pb-Zn mineralization near surface. The best potential likely exists along structural breaks (faults), collapse structures, porous zones (tuffs), and proximal or up dip of petroleum zones. This potential likely exists beyond the carbonates at depth and into the shale. Further work is required to evaluate the Zama Lake property.

The property that is the subject of the Zama Lake property is undeveloped and does not contain any open-pit or underground mines which can be rehabilitated. There is no commercial production plant or equipment located on the property that is the subject of the mineral claim. Our exploration program has been exploratory in nature and there is no assurance that mineral reserves will be found.  After completing the initial minimum $400,000 exploration program required to maintain our metallic permits in good standing until May 2010, and conducting an airborne geophysical survey, our consulting geologist recommended that we keep 3840 acres which will lower our minimum expenditures required to maintain the mineral permits. In order to maintain the metallic mineral permits in good standing until May 2012, and to evaluate the potent ial of the Zama Lake property further, an exploration program costing approximately $30,000 will be required.

Results of Operations for the three months ended September 30, 2010 and 2009

We have not earned any revenues since the inception of our current business operations.  We incurred expenses and a net loss in the amount of $236,648 for the three months ended September 30, 2010, compared to expenses and a net loss of $98,011 for the three months ended September 30, 2009. Our expenses during both the three months ended September 30, 2010 and the three months ended September 30, 2009 consisted primarily of professional fees. We have incurred total expenses and a net loss of $4,252,618 from the inception of our current operations through September 30, 2010.

Our losses are attributable to operating expenses together with a lack of any revenues.  We anticipate our operating expenses will increase as we continue with our plan of operations.

 
Liquidity and Capital Resources

As of September 30, 2010, we had current assets in the amount of $24,508, consisting entirely of cash. Our current liabilities as of September 30, 2010, were $39,611. Thus, we had a working capital deficit of $15,103 as of September 30, 2010.

We have incurred cumulative net losses of $4,252,618 since inception of our current operations. We have not attained profitable operations and are dependent upon obtaining financing to pursue significant exploration and development activities. We do not anticipate earning revenues until such time that we are into commercial production of our current and/or potential resources properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our mineral properties, or if such resources are discovered, that we will enter into commercial production.  In addition, we can provide no firm assurance that our efforts to commence our proposed bamboo project in Laos will be successful or that our contemplated harvesting ope rations can be successfully commenced.

Significant additional capital will be required in order to construct our planned bamboo processing plant.  Management estimates that construction of the physical plant will require approximately $210,000 to commence initial bamboo production and an additional $490,000 to undertake full commercial bamboo harvesting operations on our licensed property in Laos.  Accordingly, our ability to undertake our proposed bamboo operations in Laos will be dependent upon our ability to raise substantial additional equity capital. Although we are engaged in efforts to raise additional equity capital, we currently do not have any firm arrangements for the required equity financing and we may not be able to obtain such financing when required, in the amount necessary under to fund the planned bamboo operation, or on terms that are financially feasible.

Off Balance Sheet Arrangements

As of September 30, 2010, there were no off balance sheet arrangements.

 
Going Concern
 
We have not attained profitable operations and are dependent upon obtaining financing to pursue significant exploration activities. We have incurred cumulative net losses of $4,252,618 since our inception of our current operations and require capital for our contemplated operational and marketing activities to take place. Our ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations.  For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.

Recently Issued Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be a pplied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505):
Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

 

A smaller reporting company is not required to provide the information required by this Item.


We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2010.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Mr. Derek Ivany, and our Chief Financial Officer, Mr. Victor Cantore.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2010, our disclosure controls and procedures are not effective.  There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2010.

Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
 
 
PART II – OTHER INFORMATION


We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.


A smaller reporting company is not required to provide the information required by this Item.


On September 30, 2010, we issued 750,000 shares to General Research GmbH as compensation pursuant to a consulting agreement.  The shares were issued as compensation for services pursuant to contract and we did not engage in any general solicitation or advertising regarding the shares.

Subsequent to the reporting period, on October 27, 2010, we issued 1,000,000 Units to a single purchaser pursuant to Rule 506 under Regulation D for a purchase price of $0.10 per Unit ($100,000). Each unit consisted of one share of common stock and one warrant to purchase one share of common stock for a price of $0.15, exercisable for 24 months.  These shares were offered and sold exclusively to accredited investors and we did not engage in any general solicitation or advertising regarding the shares.


None

 

None


Exhibit
Number
 
Description of Exhibit
3.1
Articles of Incorporation, as amended (1)
3.2
Bylaws, as amended (2)
31.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

1  
Incorporated by reference to Annual Report on Form 10-KSB for the period ended June 30, 2002 filed on December 19, 2002.
2  
Incorporated by reference to the Registration Statement on Form 10 filed December 28, 1999.
 
 
SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Ivany Nguyen, Inc.
   
Date:
November 19, 2010
   
 
By:       /s/ Derek Ivany                                                              
             Derek Ivany
Title:    Chief Executive Officer and Director

 
 

 
 
CERTIFICATIONS
 
I, Derek Ivany, certify that;
 
1.
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2010 of Ivany Nguyen, Inc. (the “registrant”);
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-(f)) for the registrant and have:
 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
 
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: November 19, 2010
/s/ Derek Ivany
By: Derek Ivany
Title: Chief Executive Officer
 
 
 

 
 
CERTIFICATIONS
 
I, Victor Cantore, certify that;
 
1.
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2010 of Ivany Nguyen, Inc. (the “registrant”);
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-(f)) for the registrant and have:
 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
 
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
Date: November 19, 2010
/s/ Victor Cantore
By: Victor Cantore
Title: Chief Financial Officer
 
 
 

 
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with Quarterly Report of Ivany Nguyen, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2010 filed with the Securities and Exchange Commission (the “Report”), I, Derek Ivany, Chief Executive Officer of the Company, and I, Victor Cantore, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
1.
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
 
2.
The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.
 
 
By:
/s/ Derek Ivany
Name:
Derek Ivany
Title:
Principal Executive Officer and Director
Date:
November 19, 2010
 
By:
/s/ Victor Cantore
Name:
Victor Cantore
Title:
Principal Financial Officer and Director
Date:
November 19, 2010
 
This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
A signed original of this written statement required by Section 906 has been provided to Ivany Nguyen, Inc. and will be retained by Ivany Nguyen Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
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