UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
FORM 10-K/A
Amendment #1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2012
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ] to [ ]
Commission file number 000-52010
INTERVIA INC. |
(Exact name of registrant as specified in its charter) |
Nevada | N/A |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3702 South Virginia Street, Suite G12-401 Reno, NV | 89502 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: 202.470.4608
Securities registered pursuant to Section 12(b) of the Act:
N/A | N/A |
Title of Each Class | Name of Each Exchange On Which Registered |
Securities registered pursuant to Section 12(g) of the Act:
Common stock, par value of $0.001 |
(Title of class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes [ ] No [X]
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§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 [X] No[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ ]
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 definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non-accelerated filer | [ ] | 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 [ ]
The aggregate market value of Common Stock held by non-affiliates of the Registrant on July 31, 2011 was $nil based on a $nil average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter.
Indicate the number of shares outstanding of each of the registrants classes of common stock as of the latest practicable date.
15,740,000 common shares as of May 18, 2012.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE: We are filing this Amendment No. 1 on Form 10-K/A to make certain corrections to our independent accountant’s report for the year then ended and from inception on February 2, 2005 through January 31, 2012 as originally filed in an Annual Report on Form 10-K with the Securities and Exchange Commission on May 23, 2012 (the “Original Form 10-K”)
No other sections were affected, but for the convenience of the reader, this report on Form 10-K/A restates in its entirety, as amended, our Original Form 10-K. This report on Form 10-K/A is presented as of the filing date of the Original Form 10-K and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to amend the disclosure in our independent accountant’s report.
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TABLE OF CONTENTS
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PART I
Item 1. Business
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, should, expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled Risk Factors, that may cause our or our industrys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to common shares refer to the common shares in our capital stock.
As used in this annual report, the terms we, us, our, and Intervia mean Intervia Inc., unless the context clearly requires or states otherwise.
Corporate Overview
The address of our principal executive office is 3702 South Virginia Street, Suite G12-401, Reno, NV 89502. Our telephone number is (202) 470-4608.
Corporate History
We were incorporated in the State of Nevada on February 2, 2005. Our original business plan was to develop fuel cell technology and produce fuel cells in China for indoor forklifts, scooters, underwater equipment (e.g. shallow underwater sightseeing submarines) that require a small size, longevity of use and silent operation. During fiscal 2008 we suspended the development of our products and business plan until we were able raise sufficient additional financing.
Since the suspension of our original business plan, our management had been analyzing various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares.
On July 15, 2010, we entered into an option agreement to purchase a 100% interest in the Proteus Property located near Cobalt, Ontario, an area known historically for the mining of silver ore. As a result of the option agreement for the Proteus Property, we became a mineral exploration company and presently endeavor to plan and implement an exploration program for the Proteus Property commencing in the summer of 2012. We currently maintain nominal operations and are seeking additional sources of financing or collaborators to further the development of our business plan.
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Our Current Business
During our last two fiscal years, we were a company with no operations.
On July 15, 2010, we entered into an option agreement to purchase a 100% interest in the Proteus Property located near Cobalt, Ontario, an area known historically for the mining of silver ore. The Proteus Property consists of three mineral claims comprised of nine units. In order to acquire the property pursuant to the agreement, we must make the following cash payments and incur the following amounts on exploration and development:
a) |
$25,000 upon the execution of the agreement (paid); | |
b) |
an additional $25,000 cash (paid) and incur $75,000 (of which the company has prepaid $1,352 and incurred $73,648) in exploration expenditures by July 15, 2011; | |
c) |
an additional $25,000 cash and incur an additional $100,000 in exploration expenditures by July 15, 2012; and | |
d) |
incur an additional $150,000 in exploration expenditures by July 15, 2013. |
The Proteus Property is subject to a 2% net smelter royalty, which our company has the right to purchase in 25% increments for $500,000, on or before 12 months from the date of entering into production.
As a result of the option agreement for the Proteus Property, we became a mineral exploration company and presently endeavor to plan and implement an exploration program for the Proteus Property commencing in the summer of 2012. Currently, however, we currently maintain nominal operations and are seeking additional sources of financing or collaborators to further the development of our business plan.
Research and Development
We do not currently have a formal research and development effort. We did not spend any funds on research and development during the last two fiscal years.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the twelve months ending January 31, 2013.
Competition
We are a development stage mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.
Compliance with Government Regulation
We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to our company and our properties. Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation. We cannot predict the extent to which these requirements will affect our company or our properties if we identify the existence of minerals in commercially exploitable quantities. In addition, future legislation and regulation could cause additional expense, capital expenditure, restrictions and delays in the exploration of our properties.
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Subsidiaries
We do not have any subsidiaries.
Corporate Offices
Our principal office is located at 3702 South Virginia Street, Suite G12-401, Reno, NV 89502. We utilize the office space and equipment of our management at no cost. We believe that this space is sufficient to meet our present needs and do not anticipate any difficulty in securing alternative or additional space, as needed, on terms acceptable to us.
Employees
Currently, we do not have any employees. Additionally, we have not entered into any consulting or employment agreements with our president, chief executive officer, treasurer, secretary or chief financial officer. Our directors, executive officers and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.
We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.
Intellectual Property
We do not own, either legally or beneficially, any patent or trademark.
REPORTS TO SECURITY HOLDERS
We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commissions website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commissions Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.
Item 1A. Risk Factors
Risks Associated With Mining
Our property is in the exploration stage and there is no assurance that we can establish the existence of any mineral resource on our property in commercially exploitable quantities. Unless we establish the presence of a commercially exploitable mineral resource, we cannot earn any revenues from operations and, if we fail to do so, we will lose all of the funds that we may expend on exploration. If we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.
We have not conducted any exploration work on our mineral property and have not established that it contains any mineral reserve. Even if we successfully carry out a program of exploration on our mineral property, we may fail to establish that our property contains any mineral reserve, which could result in the failure of our business.
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A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a "reserve" that meets the requirements of the Securities and Exchange Commission's Industry Guide 7 is extremely remote. In all probability our mineral resource property does not contain any 'reserve' and any funds that we spend on exploration will probably be lost.
Even if we do eventually discover a mineral reserve on our property, there can be no assurance that we will be able to develop our property into a producing mine and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.
The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.
Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral resource. If we cannot exploit any mineral resource that we might discover on our property, our business may fail.
Both mineral exploration and extraction require permits from various, federal, provincial, and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. We have yet to undertake any exploration activities on our property, and there can be no assurance that we will be able to obtain or maintain any of the permits required for the exploration of our mineral property or for the construction and operation of a mine on our property on reasonable terms or at economically viable costs. If we cannot accomplish these objectives, our business could fail.
If we establish the existence of a mineral resource on our property in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail.
If we do discover mineral resources in commercially exploitable quantities on our property, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that any discovered resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.
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Mineral exploration and development is subject to extraordinary operating risks. We may not insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.
Mineral exploration, development and production involve many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our future operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in physical injury or death, work stoppages, and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards and may not have sufficient financial resources to obtain such insurance coverage when it becomes advisable or required. The payment of any liabilities that arise from the occurrence of any operating hazard against which we do not maintain insurance coverage would have a material adverse impact on our company.
Mineral prices are subject to dramatic and unpredictable fluctuations.
We aim to derive revenues either from the sale of our mineral resource property or from the extraction and sale of ore. The price of those commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of any of our exploration properties and projects, cannot accurately be predicted.
The mining industry is highly competitive and there is no assurance that we will be successful in acquiring any mineral claims. If we cannot acquire properties to explore for mineral resources, we may be required to reduce or cease operations.
The mineral exploration, development, and production industry is largely un-integrated. We compete with other exploration companies looking for mineral resource properties. While we compete with other exploration companies in the effort to locate and acquire mineral resource properties, we will not compete with them for the removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily accessible and liquid markets exist worldwide for the sale of mineral products. Therefore, we will likely be able to sell any mineral products that we identify and produce.
In identifying and acquiring mineral resource properties, we will compete with many companies possessing greater financial resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations.
Risks Related to our Company
The fact that we have not earned any operating revenues since our incorporation raises substantial doubt about our ability to continue to explore our mineral properties as a going concern.
We have not generated any revenue from operations since our incorporation and we anticipate that we will continue to incur operating expenses without revenues unless and until we are able to identify a mineral resource in a commercially exploitable quantity on our mineral property and we build and operate a mine. We had cash in the amount of $66,341 as of January 31, 2012 and a working capital deficit of $73,839. We have also incurred a cumulative net loss of $368,299 from our inception on February 2, 2005 through January 31, 2012. If we undertake exploration activities on our property, we estimate that our average monthly operating expenses will be approximately $50,000, including anticipated exploration costs, management services and administrative costs. Should the results of our planned exploration require us to increase our current operating budget, we may have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to successfully explore and develop our mineral property, we will probably find it difficult to raise debt financing from traditional lending sources. We have in the past raised our operating capital from sales of equity securities, but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need to continue exploration of our mineral property, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these were to occur, there is a substantial risk that our business would fail.
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These circumstances lead our independent registered public accounting firm, in their report attached to this annual report, to comment about our companys ability to continue as a going concern. Management plans to seek additional capital through a private placement of its capital stock. These conditions raise substantial doubt about our companys ability to continue as a going concern. Although there are no assurances that managements plans will be realized, management believes that our company will be able to continue operations in the future. The 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 our company cannot continue in existence. We continue to experience net operating losses.
Risks Associated with Our Common Stock
Our common stock is illiquid and shareholders may be unable to sell their shares.
There is currently no market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. These fluctuations may adversely affect the trading price of our common shares.
Trends, Risks and Uncertainties
We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.
Item 1B. Unresolved Staff Comments
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 2. Properties
Our principal office is located at 3702 South Virginia Street, Suite G12-401, Reno, NV 89502. We utilize the office space and equipment of our management at no cost. We believe that this space is sufficient to meet our present needs and do not anticipate any difficulty in securing alternative or additional space, as needed, on terms acceptable to us.
Resource Properties
On July 15, 2010, we entered into an option agreement to purchase a 100% interest in the Proteus Property located near Cobalt, Ontario, an area known historically for the production of silver ore and more recently, diamond prospecting. The Proteus Property consists of three mineral claims comprised of nine units. In order to acquire the property pursuant to the agreement, we must make the following cash payments and incur the following amounts on exploration and development:
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a) |
$25,000 upon the execution of the agreement (paid); | |
b) |
an additional $25,000 cash (paid) and incur $75,000 (of which the company has prepaid $1,352 and incurred $73,648) in exploration expenditures by July 15, 2011; | |
c) |
an additional $25,000 cash and incur an additional $100,000 in exploration expenditures by July 15, 2012; and | |
d) |
incur an additional $150,000 in exploration expenditures by July 15, 2013. |
The Proteus Property is subject to a 2% net smelter royalty, which our company has the right to purchase in 25% increments for $500,000, on or before 12 months from the date of entering into production.
Location and Access
The Proteus Property is located in Lorrain Township, in the District of Timiskaming, Ontario. Canada. There are a total of three claims which together make up approximately 360 acres of land. The surface rights to the land are divided amongst several parties, including the federal government. Access to the property is made from Highway 11B in North Cobalt, Ontario, at which point one travels approximately 2.5 kilometers southeast on High 567 until a gravel service road is reached. This leads to the former Silverside Resources ramp and the Proteus Property. Travelling south on the road one comes to the Proteus core shack at approximately 2.2 kilometers. The property boundary is located within 2 kilometers further south along the road.
Many rough drill roads run across the property making it accessible by foot, ATV or snowmobile depending on the season. Should further development of the property be required, it is closely located to roads and towns, namely Cobalt, Haileybury, and NewLiskeard, Ontario, where mine supplies and milling services are available.
Regional Geology
The best descriptions of the geology, mineralogy, and ore deposits of the area surrounding the claims can be found in publications by the Ontario Division of Mines and the Ontario Geological Survey (Knight 1922, Thompson 1960, and O.D.M Map 2050).
The Cobalt area consists of three main rock types: Keewatin Volcanics, Huronian Sediments, and Nipissing Diabase. Historically silver has been found in all three, occurring as short veins which pinch and swell for a few tenths of an inch to over a foot in width.
The oldest rocks are the Keewatin greenstones and interflow sediments. These are steeply dipping with a general east-west trend. Rock type varies a great deal throughout the region from basalt to rhyolite as flows and pyroclastic units. The volcanics are overlain by relatively flat lying Cobalt Series Sediments. These consist of conglomerate, greywacke, quartzite, and argillite. Deformation within these units is quite minimal.
Both the volcanic and Sediments are cut by the flat lying Keeweenawan aged Nipissing Diabase Sill which creates arches and basins as it slices through the other rock types.
Extensive faulting characterizes the region with a series of northwest trending rift faults dominating. They are the Lake Temiskaming Fault, the McKenzie Fault, and the Cross Lake Fault. Locally, many other smaller faults of various orientations, and particularly faults of an older age, may be present.
Proposed Exploration Program for 2012
As of the date of this annual report, we have not verified additional information available to us regarding the geology and economic potential of the Proteus Property.
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It may be necessary, from time to time, to conduct minor assessment exploration work to maintain the unpatented mining claims in good standing with the Ontario provincial government. During the 12 month period beginning January 31, 2013, we intend to carry out the following exploration work on the Proteus Property. The exploration work proposed is a surface control grid (line-cutting) which is then followed by several geophysical surveys including: a Magnetometer (Walkmag) survey and three Electromagnetic surveys: (i) a VLF-EM (very low frequency); (ii) a HLEM (maximum/minimum frequency); and (iii) a detailed IP-EM (Induced Polarization); all of which together are designed to pick up massive to disseminated sulphide mineralzation and faults that may contain possible economic concentrations of metals, chiefly consisting of gold, silver-cobalt or base metals such as copper, lead, or zinc. The purpose of the program is to find favorable geophysical anomalies and conductors and to prioritize them into potential targets that may warrant diamond drilling to identify the type of mineralization and concentration of metals present.
Item 3. Legal Proceedings
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our shares of common stock were listed on the OTC Bulletin Board on August 21, 2006 under the trading symbol ITVA. On June 19, 2009 our symbol was removed from the OTC Bulletin Board for failure to file. During the period August 21, 2006 to June 19, 2009, there were no trades of our common stock.
Our shares are issued in registered form. Pacific Stock Transfer Inc., 4045 South Spencer Street, Suite 403, Las Vegas, NV 89119 (Telephone: (702) 361-3033; Facsimile: (702) 433-1979) is the registrar and transfer agent for our common shares.
On May 15, 2011 the shareholders list showed 43 registered shareholders and 15,740,000 common shares outstanding.
Dividend Policy
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
Other than as disclosed below, we did not sell any equity securities which were not registered under the Securities Act during the year ended January 31, 2012 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended January 31, 2012.
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Equity Compensation Plan Information
Except as disclosed below, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended January 31, 2012.
Item 6. Selected Financial Data
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended January 31, 2012 and January 31, 2011 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 6 of this annual report.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Cash Requirements
We intend to conduct exploration activities on our newly optioned property during the next twelve months. We estimate our operating expenses and working capital requirements for the twelve month period to be as follows:
Estimated Expenses For the Twelve Month Period ending January 31, 2013 | ||
Operating Expenses | $ | 100,000 |
Exploration | $ | 500,000 |
Total | $ | 600,000 |
At present, our cash requirements for the next 12 months outweigh the funds available to maintain or develop our properties. Of the $600,000 that we require for the next 12 months, we had $66,341 in cash as of January 31, 2012, and a working capital deficit of $73,839. In order to improve our liquidity, we plan pursue additional equity financing from private investors or possibly a registered public offering. we do not currently have any definitive arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the twelve months ending January 31, 2013.
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Research and Development
We do not intend to allocate any funds to research and development over the twelve months ending January 31, 2013.
Results of Operations for the Years Ended January 31, 2012 and 2011
The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended January 31, 2012 and 2011.
Our operating results for the years ended January 31, 2012 and 2011 are summarized as follows:
Year Ended | ||||||
January 31 | ||||||
2012 | 2011 | |||||
Revenue | $ | Nil | $ | Nil | ||
Operating Expenses | $ | 160,638 | $ | 31,001 | ||
Net Loss | $ | (160,638 | ) | $ | (31,001 | ) |
Revenue
We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.
General and Administrative Expenses
Our general and administrative expenses for the year ended January 31, 2012 and January 31, 2011 are outlined in the table below:
Year Ended | ||||||
January 31 | ||||||
2012 | 2011 | |||||
Exploration expenses | $ | 73,648 | $ | Nil | ||
Professional fees | $ | 71,160 | $ | 28,215 | ||
General and administrative | $ | 15,830 | $ | 2,786 |
The increase in general and administrative expenses for the year ended January 31, 2012, compared to the same period in fiscal 2011, was mainly due to in an increase in our operations tied to activity on our property.
Liquidity and Financial Condition
Working Capital | |||||||||
At January | At January | Percentage | |||||||
31, 2012 | 31, 2011 | Increase/Decrease | |||||||
Current Assets | $ | 67,693 | $ | 33,908 | 49.9% | ||||
Current Liabilities | $ | 141,532 | $ | 92,109 | 34.92% | ||||
Working Capital | $ | (73,839 | ) | $ | (58,201 | ) | 27.18% | ||
Cash Flows | |||||||||
At January | At January | ||||||||
31, 2012 | 31, 2011 | ||||||||
Net cash used in operations | $ | (131,906 | ) | $ | (44,466 | ) | |||
Net cash provided by financing activities | $ | 189,335 | $ | 103,374 | |||||
Net cash used in investing activities | $ | (25,000 | ) | $ | (25,000 | ) | |||
Increase In Cash During The Period | $ | 32,433 | $ | 33,908 |
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We had cash in the amount of $66,341 as of January 31, 2012 as compared to $33,908 as of January 31, 2011. We had a working capital deficit of $73,839 as of January 31, 2012 compared to working capital deficit of $58,201 as of January 31, 2011. The increase in net cash used for the year ended January 31, 2012, compared to the same period in fiscal 2011, was mainly due to the acquisition of our 100% interest in the Proteus Property.
We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.
Future Financings
We will require additional funds to implement our growth strategy in our new business. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.
There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis should it be required, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.
Contractual Obligations
As a smaller reporting company, we are not required to provide tabular disclosure obligations.
Going Concern
We have suffered recurring losses from operations and are dependent on our ability to raise capital from stockholders or other sources to meet our obligations and repay our liabilities arising from normal business operations when they become due. In their report on our audited financial statements for the year ended January 31, 2012, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by managements application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Basis of Presentation
The financial statements of our company have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and are expressed in U.S. dollars, our companys functional currency. Our company has elected a January 31 year end.
14
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates and assumptions. Significant areas requiring the use of management estimates relate to the expected tax rates for future income tax recoveries and determining the fair values of financial instruments and the carrying value of the resource property.
Other Comprehensive Income
Our company follows standards for the reporting and display of comprehensive income (loss) and its components in the financial statements. During the years ended January 31, 2012 and 2011, our company had no components that would cause comprehensive loss to be different than net loss.
Mineral Properties
Costs of acquiring mineral properties are capitalized by project area upon purchase of the associated claims. Costs to maintain the mineral rights and leases are expensed as incurred. When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves.
Mineral properties are periodically assessed for impairment of value and any diminution in value. As of January 31, 2012, our company recorded no impairments related to its mineral properties.
Long-Lived Assets
We review our long-lived assets for impairment annually or when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to our company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results.
Mineral Exploration and Development Costs
All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no minable ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a unit of production basis over proven and probable reserves.
Should a property be abandoned, its capitalized costs are charged to operations. Our company charges to operations the allocable portion of capitalized costs attributable to properties abandoned. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.
Income Taxes
Our company uses the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
15
Our company accounts for uncertainty in income taxes by prescribing the recognition threshold that a tax position is required to meet before any part of the benefit of that position may be recognized in the financial statements.
Basic and Diluted Loss per Share
Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the if converted method. For the years presented, diluted loss per share is equal to basic loss per share as our company does not have any dilutive securities.
Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Our companys financial instruments consist principally of cash, mineral properties, accounts payable, accrued liabilities, and amounts due to related parties. We believe that the recorded values of all of our financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
Recent Accounting Pronouncements
In January 2010, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update (ASU) 2010-06, Improving Disclosures about Fair Value Measurements, which is included in the ASC Topic 820 (Fair Value Measurements and Disclosures). ASU 2010-06 requires new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. ASU 2010-06 also requires disclosures of activities, including purchases, sales, issuances, and a settlement within Level 3 fair value measurements and clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The implementation of the adoption of ASU 2010-06 did not have a material impact on our companys financial statements.
16
In February 2010, the FASB issued ASU 2010-09, "Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements". The amendment eliminates the requirement for SEC filers to disclose the date through which subsequent events have been evaluated. This standard had no impact on our company's financial statements.
There are several new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by our company. Management does not believe any of these accounting pronouncements has had or will have a material impact on our company's financial position or operating results.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary Data
17
INTERVIA INC.
(An Exploration Stage Company)
AUDIT REPORT OF INDEPENDENT ACCOUNTANTS AND
FINANCIAL STATEMENTS
January 31, 2012 and 2011
18
SADLER, GIBB & ASSOCIATES, L.L.C.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors |
Intervia, Inc. |
( An Exploration Stage Company) |
We have audited the accompanying balance sheet of Intervia, Inc. as January 31, 2012, and the related statement of operations, stockholders’ deficit and cash flows for the year then ended and from inception on February 2, 2005 through January 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Intervia, Inc. as of January 31, 2011, were audited by other auditors whose report dated May 2, 2011, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Intervia, Inc. as of January 31, 2012, and the results of their operations and their cash flows for the year then ended and from inception on June 2, 2005 through January 31, 2012, in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had accumulated losses of $368,299 as of January 31, 2012, which raises substantial doubt about its ability to continue as a going concern. Managements plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Sadler, Gibb & Associates, LLC |
Sadler, Gibb & Associates, LLC |
Salt Lake City, UT |
May 14, 2012 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Intervia, Inc.
We have audited the accompanying balance sheets of Intervia, Inc. (an exploration stage company) as of January 31, 2011 and 2010 and the related statements of operations, stockholders deficit and cash flows for the years then ended and for the period from February 2, 2005 (inception) to January 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, based on our audits, these financial statements present fairly, in all material respects, the financial position of Intervia, Inc. as of January 31, 2011 and 2010 and the results of its operations and its cash flows for the years then ended and for the period from February 2, 2005 (inception) to January 31, 2011 in accordance with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
DMCL | |
DALE MATHESON CARR-HILTON LABONTE | |
LLP | |
May 2, 2011 | CHARTERED ACCOUNTANTS |
Vancouver, Canada |
F-2
INTERVIA INC. |
(AN EXPLORATION STAGE COMPANY) |
BALANCE SHEETS |
(Stated in US Dollars) |
January 31, | January 31, | |||||
2012 | 2011 | |||||
ASSETS | ||||||
CURRENT ASSETS | ||||||
Cash | $ | 66,341 | $ | 33,908 | ||
Prepaid expenses | 1,352 | - | ||||
Total Current Assets | 67,693 | 33,908 | ||||
RESOURCE PROPERTY | 50,000 | 25,000 | ||||
TOTAL ASSETS | $ | 117,693 | $ | 58,908 | ||
LIABILITIES AND STOCKHOLDERS DEFICIT | ||||||
CURRENT LIABILITIES | ||||||
Accounts payable and accrued liabilities | $ | 35,224 | $ | 14,166 | ||
Due to related parties | 106,308 | 77,943 | ||||
TOTAL LIABILITIES | 141,532 | 92,109 | ||||
STOCKHOLDERS DEFICIT | ||||||
Capital stock | ||||||
Authorized: | ||||||
75,000,000 common shares, $0.001 par value, | ||||||
Issued and outstanding: | ||||||
15,600,000 common shares (January 31, 2011 3,500,000) | 15,600 | 3,500 | ||||
Stock subscriptions payable | 70,000 | 99,960 | ||||
Additional paid-in capital | 258,860 | 71,000 | ||||
Deficit accumulated during the exploration stage | (368,299 | ) | (207,661 | ) | ||
TOTAL STOCKHOLDERS DEFICIT | (23,839 | ) | (33,201 | ) | ||
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $ | 117,693 | $ | 58,908 |
F-3
INTERVIA INC. |
(AN EXPLORATION STAGE COMPANY) |
STATEMENTS OF OPERATIONS |
(Stated in US Dollars) |
February 2, | |||||||||
Year | Year | 2005 | |||||||
ended | ended | (Inception) to | |||||||
January 31, | January 31, | January 31, | |||||||
|
2012 | 2011 | 2012 | ||||||
|
|||||||||
Operating expenses |
|||||||||
Donated services |
$ | - | $ | - | $ | 4,500 | |||
Exploration expenses |
73,648 | 73,648 | |||||||
Professional fees |
71,160 | 28,215 | 265,664 | ||||||
General and administrative |
15,830 | 2,786 | 24,487 | ||||||
|
|||||||||
Net loss |
$ | (160,638 | ) | $ | (31,001 | ) | $ | (368,299 | ) |
|
|||||||||
Basic and diluted loss per share |
$ | (0.01 | ) | $ | (0.01 | ) | |||
|
|||||||||
Weighted average number of shares outstanding basic and diluted |
16,212,877 | 3,500,000 |
F-4
INTERVIA INC. |
(AN EXPLORATION STAGE COMPANY) |
STATEMENT OF STOCKHOLDERS DEFICIT |
(Stated in US Dollars) |
Deficit | ||||||||||||||||||
Accumulated | ||||||||||||||||||
Additional | Stock | During the | ||||||||||||||||
Common Stock | Paid-in | Subscriptions | Development | |||||||||||||||
|
Shares | Amount | Capital | Payable | Stage | Total | ||||||||||||
Balance, February 2, 2005, (Date of Inception) |
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||
Capital stock issued for cash |
3,500,000 | 3,500 | 66,500 | - | - | 70,000 | ||||||||||||
Net loss |
- | - | - | - | (4,013 | ) | (4,013 | ) | ||||||||||
Balance, January 31, 2006 |
3,500,000 | 3,500 | 66,500 | - | (4,013 | ) | 65,987 | |||||||||||
Donated services |
- | - | 4,500 | - | - | 4,500 | ||||||||||||
Net loss |
- | - | - | - | (78,772 | ) | (78,772 | ) | ||||||||||
Balance, January 31, 2007 |
3,500,000 | 3,500 | 71,000 | - | (82,785 | ) | (8,285 | ) | ||||||||||
Net loss |
- | - | - | - | (33,845 | ) | (33,845 | ) | ||||||||||
Balance, January 31, 2008 |
3,500,000 | 3,500 | 71,000 | - | (116,630 | ) | (42,130 | ) | ||||||||||
Net loss |
- | - | - | - | (41,175 | ) | (41,175 | ) | ||||||||||
Balance, January 31, 2009 |
3,500,000 | 3,500 | 71,000 | - | (157,805 | ) | (83,305 | ) | ||||||||||
Net loss |
- | - | - | - | (18,855 | ) | (18,855 | ) | ||||||||||
Balance, January 31, 2010 |
3,500,000 | 3,500 | 71,000 | - | (176,660 | ) | (102,160 | ) | ||||||||||
Stock subscriptions payable |
- | - | - | 99,960 | - | 99,960 | ||||||||||||
Net loss |
- | - | - | - | (31,001 | ) | (31,001 | ) | ||||||||||
Balance, January 31, 2011 |
3,500,000 | $ | 3,500 | $ | 71,000 | $ | 99,960 | $ | (207,661 | ) | $ | (33,201 | ) | |||||
Capital stock issued for stock subscriptions payable |
12,000,000 | 12,000 | 87,960 | (99,960 | ) | - | - | |||||||||||
Capital stock issued for cash |
100,000 | 100 | 99,900 | - | - | 100,000 | ||||||||||||
Cash received for stock subscriptions payable |
- | - | - | 70,000 | - | 70,000 | ||||||||||||
Net loss |
- | - | - | - | (160,638 | ) | (160,638 | ) | ||||||||||
Balance, January 31, 2012 |
15,600,000 | $ | 15,600 | $ | 258,860 | $ | 70,000 | $ | (368,299 | ) | $ | (23,839 | ) |
F-5
INTERVIA INC. |
(AN EXPLORATION STAGE COMPANY) |
STATEMENTS OF CASH FLOWS |
(Stated in US Dollars) |
February 2, | |||||||||
2005 | |||||||||
Year | Year | (Inception) | |||||||
ended | ended | to | |||||||
January 31, | January 31, | January 31, | |||||||
2012 | 2011 | 2012 | |||||||
Operating Activities | |||||||||
Net loss | $ | (160,638 | ) | $ | (31,001 | ) $ | (368,299 | ) | |
Adjustments to reconcile net loss to net cash used by operating activities: | |||||||||
Donated capital | - | - | 4,500 | ||||||
Expenses paid by Company shareholder | 9,030 | - | 9,030 | ||||||
Changes in working capital: | |||||||||
Prepaid expenses | (1,352 | ) | (13,465 | ) | (1,352 | ) | |||
Accounts payable and accrued liabilities | 21,058 | (13,465 | ) | 35,224 | |||||
Net cash used in operating activities | (131,902 | ) | (44,466 | ) | (320,897 | ) | |||
Investing Activities | |||||||||
Acquisition of resource property | (25,000 | ) | (25,000 | ) | (50,000 | ) | |||
Net cash used in investing activities | (25,000 | ) | (25,000 | ) | (50,000 | ) | |||
Financing Activities | |||||||||
Proceeds from related party payable | 19,335 | 3,414 | 97,278 | ||||||
Proceeds from the issuance of capital stock | 100,000 | - | 170,000 | ||||||
Proceeds from stock subscriptions payable | 70,000 | 99,960 | 169,960 | ||||||
Net cash provided by financing activities | 189,335 | 103,374 | 437,238 | ||||||
Net Increase in Cash | 32,433 | 33,908 | 66,341 | ||||||
Cash at Beginning of Year | 33,908 | - | - | ||||||
Cash at End of Year | $ | 66,341 | $ | 33,908 | $ | 66,341 | |||
Supplemental Disclosures of Cash Flow Information | |||||||||
Cash Paid For: | |||||||||
Interest | $ | - | $ | - | $ | - | |||
Income taxes | $ | - | $ | - | $ | - | |||
Non-Cash Financing Activities: | |||||||||
Common stock issued for subscriptions payable | $ | 99,960 | $ | - | $ | 99,960 |
F-6
INTERVIA INC. |
(AN EXPLORATION STAGE COMPANY) |
NOTES TO THE FINANCIAL STATEMENTS |
January 31, 2012 and 2011 |
(Stated in US Dollars) |
1. NATURE OF BUSINESS
Intervia, Inc. (the Company) was incorporated in the State of Nevada on February 2, 2005. The Company was previously in the business of developing fuel cell products in China. During fiscal 2008, the Company suspended the development of their fuel cell products due to the inability to raise sufficient additional financing. Management is currently focusing on identifying, evaluating and negotiating new business opportunities.
The Company is considered to be an exploration stage company and has not generated any revenues from operations. The Companys shares were de-listed from the OTC-BB subsequent to filing the Form 10-Q for the period ended October 31, 2008. The Company has not been in compliance with the filing requirements of the Securities Exchange Commission (SEC). The Company is currently in the process of completing all the required filings with the SEC to enable the Company to reinstate its shares for trading on the OTC-BB. The Company will obtain additional funding by borrowing funds from its director and officer, or by private placement of common stock. There can be no assurance that the Company will be successful in its efforts to raise additional financing or if financing is available, that it will be on terms that are acceptable to the Company.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of January 31, 2012, the Company has not yet achieved profitable operations and has accumulated a deficit of $368,299 since inception. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time which raises substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Companys ability to continue as a going concern.
Management is also aware that material uncertainties exist, related to current economic conditions, which could cast doubt about the entitys ability to continue to finance its activities. It is expected that the Company will incur further losses in the development of its business, all of which casts substantial doubt about the Companys ability to continue as a going concern.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and are expressed in U.S. dollars, the Companys functional currency. The Company has elected a January 31 year end.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates and assumptions. Significant areas requiring the use of management estimates relate to the expected tax rates for future income tax recoveries and determining the fair values of financial instruments and the carrying value of the resource property.
Other Comprehensive Income
The Company follows standards for the reporting and display of comprehensive income (loss) and its components in the financial statements. During the years ended January 31, 2012 and 2011, the Company had no components that would cause comprehensive loss to be different than net loss.
F-7
INTERVIA INC. |
(AN EXPLORATION STAGE COMPANY) |
NOTES TO THE FINANCIAL STATEMENTS |
January 31, 2012 and 2011 |
(Stated in US Dollars) |
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Mineral Properties
Costs of acquiring mineral properties are capitalized by project area upon purchase of the associated claims. Costs to maintain the mineral rights and leases are expensed as incurred. When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves.
Mineral properties are periodically assessed for impairment of value and any diminution in value. As of January 31, 2012, the Company recorded no impairments related to its mineral properties.
Long-Lived Assets
We review our long-lived assets for impairment annually or when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results.
Mineral Exploration and Development Costs
All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no minable ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a unit of production basis over proven and probable reserves.
Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to operations the allocable portion of capitalized costs attributable to properties abandoned. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The Company accounts for uncertainty in income taxes by prescribing the recognition threshold that a tax position is required to meet before any part of the benefit of that position may be recognized in the financial statements.
Basic and Diluted Loss per Share
Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the if converted method. For the years presented, diluted loss per share is equal to basic loss per share as the Company does not have any dilutive securities.
F-8
INTERVIA INC. |
(AN EXPLORATION STAGE COMPANY) |
NOTES TO THE FINANCIAL STATEMENTS |
January 31, 2012 and 2011 |
(Stated in US Dollars) |
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Companys financial instruments consist principally of cash, mineral properties, accounts payable, accrued liabilities, and amounts due to related parties. We believe that the recorded values of all of our financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
Recent Accounting Pronouncements
In January 2010, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update (ASU ) 2010-06, Improving Disclosures about Fair Value Measurements, which is included in the ASC Topic 820 (Fair Value Measurements and Disclosures). ASU 2010-06 requires new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. ASU 2010-06 also requires disclosures of activities, including purchases, sales, issuances, and a settlement within Level 3 fair value measurements and clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The implementation of the adoption of ASU 2010-06 did not have a material impact on the Companys financial statements.
In February 2010, the FASB issued ASU 2010-09, "Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements". The amendment eliminates the requirement for SEC filers to disclose the date through which subsequent events have been evaluated. This standard had no impact on the Company's financial statements.
F-9
INTERVIA INC. |
(AN EXPLORATION STAGE COMPANY) |
NOTES TO THE FINANCIAL STATEMENTS |
January 31, 2012 and 2011 |
(Stated in US Dollars) |
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
There are several new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company's financial position or operating results.
3. RESOURCE PROPERTY
Proteus Property
On July 15, 2010, the Company entered into an Option Agreement that would provide for the purchase of a 100% interest in the Proteus Property which is located near Cobalt, Ontario, Canada.
To complete the option, the agreement requires the Company to make the following payments and incur the following amounts of exploration and development expenses:
a) |
$25,000 upon the execution of the agreement (paid); | |
b) |
an additional $25,000 cash (paid) and incur $75,000 in exploration expenditures (of which the Company has prepaid $1,352 and incurred $73,648) by July 15, 2011; | |
c) |
an additional $25,000 cash and incur an additional $100,000 in exploration expenditures by July 15, 2012; and | |
d) |
incur an additional $150,000 in exploration expenditures by July 15, 2013. |
The property is subject to a 2% net smelter royalty, which the Company has the right to purchase in 2.5% increments for $500,000, on or before one (1) year from the date of production.
To January 31, 2012, the Company has incurred the following costs related to its resource property:
January 31, | January 31, | |||||
2012 | 2011 | |||||
Acquisition cost | $ | 50,000 | $ | 25,000 | ||
Exploration costs, beginning of year | $ | - | $ | - | ||
Exploration | 73,648 | - | ||||
Exploration costs, end of year | $ | 73,648 | $ | - |
4. RELATED PARTY TRANSACTIONS
As of January 31, 2009 the Company owed $74,529 to related parties. During the year ended January 31, 2011, the Company received $3,414 in additional cash loans from related parties, leaving a balance owed of $77,943 at January 31, 2011. During the year ended January 31, 2012, the Company received $19,335 in additional cash loans from related parties, and had $9,030 in expenses paid on its behalf by related parties. The amount owing is unsecured, bears no interest, and due on demand. All related party transactions are measured at the exchange amount which is the amount of consideration agreed to by the related parties.
F-10
INTERVIA INC. |
(AN EXPLORATION STAGE COMPANY) |
NOTES TO THE FINANCIAL STATEMENTS |
January 31, 2012 and 2011 |
(Stated in US Dollars) |
5. COMMON STOCK
The Company is authorized to issue 75,000,000 shares of its $0.001 par value common stock. At January 31, 2012 and 2011, the Company had 15,600,000 and 3,500,000 shares issued and outstanding respectively. At January 31, 2012 and 2011 the Company had no issued or outstanding stock options or warrants.
At January 31, 2011, the Company had received $99,960 in advance for the issuance of 12,000,000 shares of common stock at a price of $0.00833 per share. On January 12, 2011, these shares of common stock were issued in full satisfaction of the stock subscription payable.
On July 14, 2011, the Company issued 100,000 shares of capital stock for cash at $1.00 per share, for an aggregate value of $100,000.
At January 31, 2012, the Company had received $70,000 in advance for the issuance of 140,000 shares of common stock at a price $0.50 per share. On January 23, 2012, these shares of common stock were issued in full satisfaction of the stock subscription payable.
6. INCOME TAXES
The Company is subject to United States federal and state income taxes at an approximate rate of 34%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Companys income tax expense as reported is as follows:
2012
|
2011
|
|||||
Net loss before income taxes | $ | (160,638 | ) | $ | (31,001 | ) |
Statutory tax rate | 34% | 34% | ||||
Income tax recovery | (54,620 | ) | (10,540 | ) | ||
Valuation allowance | 54,620 | 10,540 | ||||
$ | - | $ | - |
The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards, regardless of their time of expiry.
The Company has not filed income tax returns since inception. Tax authorities prescribe penalties for failing to file certain tax returns and supplemental disclosures. Upon filing there could be penalties and interest assessed. Such penalties vary by jurisdiction and by assessing practices and authorities. As the Company has incurred losses since inception there would be no known or anticipated exposure to penalties for income tax liability. However, certain jurisdictions may assess penalties for failing to file returns and other disclosures and for failing to file other supplementary information associated with foreign ownership, activities, debt and equity positions. Management has considered the likelihood and significance of possible penalties associated with its current and intended filing positions and has determined, based on their assessment, that such penalties, if any, would not be expected to be material. Managements assessment is subject to uncertainty.
No provision for income taxes has been provided in these financial statements due to the net loss for the years ended January 31, 2012 and 2011. At January 31, 2012, the Company has net operating loss carryforwards, which expire commencing in 2032 The potential tax benefit of these losses may be limited due to certain change in ownership provisions under Section 382 of the Internal Revenue Code (IRS) and similar state provisions.
F-11
INTERVIA INC. |
(AN EXPLORATION STAGE COMPANY) |
NOTES TO THE FINANCIAL STATEMENTS |
January 31, 2012 and 2011 |
(Stated in US Dollars) |
6. INCOME TAXES (Continued)
IRS Section 382 places a limitation (the Section 382 Limitation) on the amount of taxable income which can be offset by net operating loss carryforwards after a change in control (generally greater than a 50% change in ownership) of a loss corporation. Generally, after a control change, a loss corporation cannot deduct operating loss carryforwards in excess of the Section 382 Limitation. Due to these change in ownership provisions, utilization of the net operating loss and tax credit carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods. The Company has not concluded its analysis of Section 382 through January 31, 2012, but believes that the provisions will not limit the availability of losses to offset future income.
7. SUBSEQUENT EVENTS
On February 10, 2012, the Company issued 140,000 shares of common stock at a price of $0.50 per share for $70,000 received in January 2012 as part of a private placement.
F-12
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.
Item 9A. Controls and Procedures
Managements Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that the information disclosed in the reports we file with the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to our president (our principal executive officer and our principal financial and accounting officer), as appropriate, to allow timely decisions regarding required disclosure.
Management, including our president (our principal executive officer and our principal financial and accounting officer), evaluated the effectiveness of our disclosure controls and procedures, as of January 31, 2012, in accordance with Rules 13a-15(b) and 15d-15(b) of the Securities and Exchange Act of 1934, as amended are effective to ensure the information required to be disclosed by us in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended is recorded, processed, summarized and reported within the time period specified in SEC rules and forms.
Our management, including our president (our principal executive officer and our principal financial and accounting officer), do not expect that our disclosure controls, and procedures or internal controls will prevent all possible error and fraud. Our disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and our president (our principal executive officer and our principal financial and accounting officer) have concluded that our financial controls and procedures are effective at that reasonable assurance level.
Managements Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with managements authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of January 31, 2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Our management has concluded that, as of January 31, 2012, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our board of directors.
This annual report does not include an attestation report of our companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only managements report in this annual report.
20
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the year ended January 31, 2012 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
Item 9B. Other Information
On March 21, 2012 Patrick Laferriere resigned as treasurer of our company. Mr. Laferrier remains as president, secretary, chief financial officer and director of our company. Mr. Laferriers resignation was not the result of any disagreements with our company regarding its operations, policies, practices or otherwise.
Concurrently with Mr. Laferrieres resignation, on March 2, 2012, we appointed Jay W.A. Mancini as treasurer of our company.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.
Name |
Position Held with the Company |
Age |
Date First Elected or Appointed
|
Patrick Laferriere |
President, Secretary, Chief Financial Officer, and Director |
35 |
August 26, 2010 |
Jay W.A. Mancini |
Treasurer | 32 | March 21, 2012 |
21
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the persons principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Patrick Laferriere President, Secretary, Chief Financial Officer and Director
Mr. Laferriere has over 12 years experience in project management and development. Since 2005 Mr. Laferriere has served as General Manager for Quesnel Inc, an Ontario based distributor. There Mr. Laferriere oversaw and controlled the daily operations. In 1997 Mr. Laferriere started his business career as director of sales for R.B Distributors, a Northern Ontario specialized food distributor. Mr. Laferriere was appointed vice president in 2000 where he was instrumental in doubling sales. Mr. Laferrieres vision, integrity and leadership have led him to participate in start up companies who relied on him to oversee their entire business and to control the bottom line. We appointed Patrick Laferriere as president, secretary, treasurer, chief financial officer and director of our company on August 26, 2010.
Jay W.A. Mancini Treasurer
Mr. Mancini acts as Controller and General Manager of Mid City Motorsports, a privately held company and was Controller of Talos Steel Ltd., a wholly owned subsidiary of Anmar Mechanical & Electrical Contractors Ltd., from May 2006 to December 2009. Mr. Mancini earned a Bachelor of Commerce Degree, Honours, from Laurentian University in Ontario, Canada in 2003 and is a student member of the Ontario Institute of Chartered Accountants. We appointed Jay W.A. Mancini as treasurer of our company on March 21, 2012.
Family Relationships
There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
1. |
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); |
2. |
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; (GARY: Please confirm) |
3. |
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
4. |
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
22
5. |
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
6. |
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.
Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended January 31, 2012, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company's officers including our president, chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
1. |
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
2. |
full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; |
3. |
compliance with applicable governmental laws, rules and regulations; |
4. |
the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and |
5. |
accountability for adherence to the Code of Business Conduct and Ethics. |
Our Code of Business Conduct and Ethics requires, among other things, that all of our company's Senior Officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.
23
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly Senior Officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.
Our Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission as Exhibit 14.1 to our annual report for the year ended January 31, 2008. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Intervia Inc., 3702 South Virginia Street, Suite G12-401, Reno, NV 89502.
Audit Committee and Audit Committee Financial Expert
Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
We believe that the sole member of our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our sole director does not believe that it is necessary to have such committees because believes the functions of such committees can be adequately performed by the sole member of our board of directors.
Item 11. Executive Compensation
The particulars of the compensation paid to the following persons:
who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
24
SUMMARY COMPENSATION TABLE | |||||||||
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
Patrick Laferriere(1) President, Secretary, Chief Financial Officer and Director |
2012 2011 |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Glenn Morimoto(2) Former President, Secretary, Treasurer, Chief Financial Officer and Director |
2012 2011 |
N/A Nil |
N/A Nil |
N/A Nil |
N/A Nil |
N/A Nil |
N/A Nil |
N/A Nil |
N/A Nil |
(1) |
Mr. Laferriere was elected a director and appointed President, Secretary, Treasurer and Chief Financial Officer on August 26, 2010 and resigned as Treasurer on March 21, 2012. |
(2) |
Mr. Morimoto was elected a director and appointed President, Secretary, Treasurer and Chief Financial Officer on March 5, 2007 and resigned all positions on August 26, 2010. |
There are no compensatory plans or arrangements with respect to our executive officers resulting from their resignation, retirement or other termination of employment or from a change of control.
Stock Option Plan
Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.
Stock Options/SAR Grants
During our fiscal year ended January 31, 2012 there were no options granted to our named officers or directors.
Outstanding Equity Awards at Fiscal Year End
No equity awards were outstanding as of the year ended January 31, 2012.
25
Option Exercises
During our fiscal year ended January 31, 2012 there were no options exercised by our named officers.
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
Family Relationships
There are no family relationships between any of our directors, executive officers or directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of May 15, 2012, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
Name and Address of Beneficial Owner
|
Title of Class |
Amount and Nature of Beneficial Ownership |
Percentage of Class(1) |
Patrick Laferriere (2) 823 Ontario ST. Sudbury, Ontario, Canada P3L 4L1 |
Common |
Nil |
0.0% |
Directors and Officers as a group | Common | Nil | 0.0% |
Chan Lit Sang
601, 6th Floor, Wah Yuen Bld., Queens Road Central Hong Kong |
Common |
1,200,000 |
7.69 |
Wong Ching Man Vienna Blk 23/7 Hoi Tsing Crt, Alberdeen Center Hong Kong |
Common |
1,200,000 |
7.69 |
Chan Lit Chow 1/F, Rear Portion, 63 Nan Wan Sun Tsuen Peng Chan Hong Kong |
Common |
1,200,000 |
7.69 |
Arcoron Limited (3) 1904-6, 19/F Dominion Centre 43-59 Queens Road East Wanchai, Hong Kong |
Common |
1,200,000 |
7.69 |
Tranwicks Limited (4) 1904-6, 19/F Dominion Centre 43-59 Queens Road East Wanchai, Hong Kong |
Common |
1,200,000 |
7.69 |
Aurico Limited (5) 1904-6, 19/F Dominion Centre 43-59 Queens Road East Wanchai, Hong Kong |
Common |
1,200,000 |
8.33 |
Ng Hei 36 Floor 169 Electric Road North Port, Hong Kong |
Common |
1,200,000 |
7.69 |
Gannvalley International Limited/ Brownrigg International Limited (6) 1st Floor, #5 Dekk House De Lippora St, PO Box 456 Providence, Mahe, Seychelles |
Common |
2,400,000(7) |
15.38(7) |
Starova Limited (8) 1904-6, 19/F Dominion Centre 43-59 Queens Road East Wanchai, Hong Kong |
Common |
1,200,000 |
7.69 |
Kai Kang Shandong, China |
Common |
1,000,000 |
6.41 |
Zeyan Yao Shandong, China |
Common |
1,000,000 |
6.41 |
Owners of 5% or more | Common |
14,000,000 | 90.38 |
26
(1) |
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided .In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the persons actual ownership or voting power with respect to the number of shares of common stock actually outstanding on May 18, 2012. As of May 18, 2012, there were 15,740,000 shares of our companys common stock issued and outstanding. | |
(2) | Patrick Laferriere is our sole officer and director. |
|
(3) | Dulip Charith Wijesinha has voting and dispositive control over securities held by Arcoron Limited. |
|
(4) | Hassan Mohammed Musafer voting and dispositive control over securities held by Tranwicks Limited. |
|
(5) | Dylan Baba Lye has voting and dispositive control over securities held by Aurico Limited. |
|
(6) | Fahmy Jowharsha has voting and dispositive control over securities held by Gannvalley International and by Brownrigg International Limited. |
|
(7) | Includes 1,200,000 shares held by Gannvalley International Limited and 1,200,000 shares held by Brownrigg International Limited. |
|
(8) | Christopher Milton Wong has voting and dispositive control over securities held by Starova Limited. |
27
Changes in Control
We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended January 31, 2012, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.
Director Independence
We currently act with one director, consisting of Patrick Laferriere. We have determined that our director is not an independent director as defined in NASDAQ Marketplace Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an audit committee financial expert would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
Item 14. Principal Accounting Fees and Services
The aggregate fees billed for the most recently completed fiscal year ended January 31, 2012 and for the fiscal year ended January 31, 2011 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
28
Year Ended | ||
January 31, 2012 $ |
January 31, 2011 $ | |
Audit Fees | 4,000 | 8,500 |
Audit Related Fees | Nil | 4,500 |
Tax Fees | Nil | Nil |
All Other Fees | Nil | Nil |
Total | 4,000 | 13,000 |
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors independence.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) |
Financial Statements | |
(1) |
Financial statements for our company are listed in the index under Item 8 of this document | |
(2) |
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. | |
(b) |
Exhibits |
Exhibit |
Description |
Number |
|
(3) |
Articles of Incorporation and Bylaws |
3.1 |
Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on May 8, 2006) |
3.2 |
Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on May 8, 2006) |
3.3 |
Amended and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed on February 12, 2009) |
(10) |
Material Contracts |
10.1 |
Option Agreement dated July 15, 2010 (incorporated by reference to our Annual Report on Form 10- K filed on December 15, 2010) |
(14) |
Code of Ethics |
14.1 |
Code of Ethics (incorporated by reference to our Annual Report on Form 10-KSB filed on May 9, 2008) |
29
Exhibit |
Description |
Number |
|
(31) |
Rule 13a-14(a) / 15d-14(a) Certifications |
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. | |
(32) |
Section 1350 Certifications |
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. | |
101 |
Interactive Data File |
101** |
Interactive Data File (Form 10-K for the year ended January 31, 2012 furnished in XBRL). |
101.INS |
XBRL Instance Document |
101.SCH |
XBRL Taxonomy Extension Schema Document |
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
* |
Filed herewith. |
** |
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. |
30
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INTERVIA INC. | |
(Registrant) | |
Dated: August 30, 2012 | /s/ Patrick Laferriere |
Patrick Laferriere | |
President, Secretary, Chief Financial Officer | |
and Director | |
(Principal Executive Officer, Principal Financial | |
Officer and Principal Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: August 30, 2012 | /s/ Patrick Laferriere |
Patrick Laferriere | |
President, Secretary, Chief Financial Officer | |
and Director | |
(Principal Executive Officer, Principal Financial | |
Officer and Principal Accounting Officer) |
31
EXHIBIT 31.1
CERTIFICATION PURSUANT TO |
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO |
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 |
I, Patrick Laferriere, certify that:
1. |
I have reviewed this Annual Report on Form 10-K/A of Intervia Inc.; |
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(s) 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-15(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 (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. |
The registrant's other certifying officer(s) 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: August 30, 2012
/s/ Patrick Laferriere | |
Patrick Laferriere | |
President, Secretary, Chief Financial Officer and Director | |
(Principal Executive Officer, Principal Financial Officer and Principal | |
Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO |
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO |
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |
I, Patrick Laferriere, hereby 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 Annual Report on Form 10-K/A of Intervia Inc. for the year ended January 31, 2012 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Intervia Inc. |
Dated: August 30, 2012
/s/ Patrick Laferriere | |
Patrick Laferriere | |
President, Secretary, Chief Financial Officer and | |
Director | |
(Principal Executive Officer, Principal Financial | |
Officer and Principal Accounting Officer) | |
Intervia Inc. |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Intervia Inc. and will be retained by Intervia Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
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RESOURCE PROPERTY
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2012
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RESOURCE PROPERTY [Text Block] | 3. RESOURCE PROPERTY Proteus Property On July 15, 2010, the Company entered into an Option Agreement that would provide for the purchase of a 100% interest in the Proteus Property which is located near Cobalt, Ontario, Canada. To complete the option, the agreement requires the Company to make the following payments and incur the following amounts of exploration and development expenses:
The property is subject to a 2% net smelter royalty, which the Company has the right to purchase in 2.5% increments for $500,000, on or before one (1) year from the date of production. To January 31, 2012, the Company has incurred the following costs related to its resource property:
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