8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 2, 2015

INCEPTION MINING INC.

(Exact name of registrant as specified in its charter)

Nevada	333-147056	35-2302128
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

5320 South 900 East, Suite 260

Murray, Utah 84117

801-312-8113

Copies to:

BRUNSON CHANDLER & JONES, PLLC

175 S. Main Street, 15th Floor

Salt Lake City, UT 84111

Direct: 801.303.5721

Main Office: 801.303.5730

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Preliminary Note:

This Form 8-K/A amends the Form 8-K filed by Inception Mining Inc. (the “Company”) on October 7, 2015 (the “Original 8-K”), describing the consummation of a Merger as described herein. This 8-K/A is being filed to amend the Original 8-K to add Item 5.03 describing the change of the Company’s fiscal year and to add the financial statements for the business acquired as required in Rule 8-04(b) of Regulation S-X and the pro forma financial information required by Rule 8-05 of Regulation S-X.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 8-K and other reports filed by Inception Mining Inc., a Nevada corporation, from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Company’s or Company’s management identify forward looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) relating to the Company’s industry, the Company’s operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although the Company’s management believes that the expectations reflected in the forward looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the Company’s financial statements and the related notes filed with this Form 8-K.

In this Form 8-K, references to “we”, “our”, “us”, the “Company”, or “Inception” refer to Inception Mining Inc., a Nevada corporation.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 4, 2015, Inception Mining Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Inception Mining Inc., Clavo Rico, LTD, a Turks and Caicos corporation (“Clavo Rico”), and CR Acquisition Corp., a Nevada corporation (“Merger Subsidiary”). On August 5, 2015, after realizing there would be some administrative delays with the transfer agent on the issuance of shares, the parties entered into an Addendum to the Merger Agreement in which the parties agreed that Inception Mining Inc. would operate the Clavo Rico mine in Honduras and receive the proceeds for all operations beginning August 5, 2015. After the transfer agent issues were resolved, and the shares were able to be issued (a precondition to the closing of the Merger Agreement), the Merger Agreement closed on October 2, 2015 (the “Closing”). Pursuant to the terms of the Merger Agreement, at the Closing, the Merger Subsidiary merged with and into Clavo Rico, the separate corporate existence of Merger Subsidiary ceased, and Clavo Rico will continue as the surviving corporation and as a wholly-owned subsidiary of the Company (the “Merger”). As consideration for the Merger, (i) the shareholders of Clavo Rico at the time of the Closing received a total of 240,225,901 shares of the Company in the aggregate to be held in book entry, to be issued on a pro rata basis and (ii) the Company assumed certain promissory notes of Clavo Rico in the amount of $8,883,306.

Employment Agreements

On August 1, 2015, the Company amended the previously entered into employment agreement with Michael Ahlin pursuant to which the eligibility requirements of the Company achieving positive EBITDA in two consecutive quarters as reflected in its filings with the Securities and Exchange Commission (“SEC”) were removed.

Other Agreements

On September 25, 2015, as required by the Merger Agreement, the Company retired 2,600,000 share of common stock issued in the name of Trent D’Ambrosio.

On September 25, 2015, as required by the Merger Agreement, the Company retired 2,000,000 share of common stock issued in the name of Michael Ahlin.

On September 25, 2015, as required by the Merger Agreement, the Company agreement to retired 1,000,000 share of common stock issued in the name of Whit Cluff.

On September 25, 2015, as required by the Merger Agreement, the Company retired 350,000 share of common stock issued in the name of MDL Ventures LLC.

As compensation for the work in closing the Merger Agreement and for services rendered to date, certain officers and directors were issued shares of the Company’s common stock on October 2, 2015. Whit Cluff was issued 1,375,000 shares; Trent D’Ambrosio was issued 3,855,929 shares; and Michael Ahlin was issued 2,750,000 shares.

Overview

We are a mining company engaged in the acquisition, exploration, and development of mineral properties, primarily for gold, from owned mining properties and or potential joint venture agreement. Inception Resources has acquired two projects, as described below. Our target properties are those that have been the subject of historical exploration and production.

Clavo Rico Gold/Silver Mine: El Corpus, Honduras, Central America

On October 2, 2015, the Company consummated a merger with Clavo Rico Ltd. (“Clavo Rico”). Clavo Rico is a privately held Turks and Caicos company with principal operations in Honduras, Central America. Clavo Rico operates the Clavo Rico mining concession through its subsidiary Minera Cerros del Sur, and holds other mining concessions. Its workings include several historical underground operations dating back to the early Mayan and Spanish occupation.

Through its operating subsidiaries, Clavo Rico is engaged in processing a significant historical tailings body along with several open pit ore bodies, utilizing a new 600,000-ton membrane-lined leach system and ADR recovery plant. Processing had increased to an average of 300 ounces per month with one month of 700 ounces prior to the last rain season at which time the company elected to install a new crushing circuit, allowing for an increase in monthly production and greater reliability. After installing the new cone and subsequent reworking of the primary crusher and other equipment, production has recently recovered and is stabilized at more than 500 ounces per month. Precious metals, including silver, are recovered via an electro-winning circuit and then smelted into doré onsite. The subsequent doré bars, being approximately 94% pure, are then picked up by an armored car service and held in the Capital of Tegucigalpa. Upon completion of assay work, and payment of Honduran taxes and fees, the doré is shipped via air to Asahi Refining (previously Johnson Mathey) in Salt Lake City, Utah. The doré is again assayed and then sold either via Asahi or other dealers.

The primary operation of Clavo Rico sits on 20 hectares and acquisition of adjacent property is in progress. The concession extends well beyond the surface boundary limits. The tailings were the byproduct of a historical underground mine production and a vat leach system. Government requirements to place the tailings on a membrane lining allowed for the expansion of further mining on fresh ore bodies and the construction a larger membrane lined leach pad and new ADR process plant. The current operation has available open pit ore bodies to allow for extended operations at the current processing level. Tailings grade between 2-3 grams per ton (GPT) and fresh ore bodies have ranged from 2-6 GPT. Mine life has not been forecast as the concessions are so extensive that costs to determine at this point were not justified. However, the current known and assayed ore will allow for several years’ production at cost levels well below those of major producers. With the stabilization of extraction and crushing, and minor capex, production is expected to be more efficient.

New ore bodies associated with the property have been preliminarily mapped and drilled, leading to future mine planning and expanded operations. The acquisition includes all of the current mining operations and primary concession along with the rights to acquire the additional concessions. Efforts are underway to accumulate all available data and then along with new proposed drilling and geotechnical analysis the company will move towards a 43-101 compliant Resource Analysis of the known ore bodies. The Company’s exploration team will focus on bringing those new bodies to production within the next two years and will also embark on a comprehensive mapping of the additional concessions.

UP & Burlington Gold Mine, Salmon, Lemhi County, Idaho

In addition to operations obtained during the Clavo Rico Merger, the Company plans to still continue its existing operations. On February 25, 2013 the Company acquired certain real property and the associated exploration permits and mineral rights commonly known as the UP and Burlington Gold Mine (“UP & Burlington”) pursuant to an asset purchase agreement. We are presently in the exploration stage at UP & Burlington. UP & Burlington contains two federal patented mining claims, which Inception Resources acquired for the purpose of the exploration and potential development of gold on the 40 acres which comprises UP & Burlington.

Discovered in 1892, UP & Burlington is a private gold property that has been held unused in a family trust for the past 75 years. UP & Burlington is located in Lemhi County, Northwest of Salmon, Idaho, at an elevation of 3,994 feet. The UP & Burlington site is located six miles from the city of Salmon; is 0.6 miles away from the closest major road (Ridge Rd.); and is 1.56 miles away from the closest major power line. We believe Salmon, along with the surrounding County of Lemhi, provides an excellent infrastructure for our mine. Salmon has a population of 3,122 and Lemhi County has a population of 7,806. In September 2011, heavy maintenance and right-of-way repair was completed and a new road to UP & Burlington was constructed.

UP & Burlington’s two gold mining claims were brought to patent in 1900, which covers the Mine’s 40 acres. Subsequently, in 1989, a U.S. Forest Survey was performed on the UP & Burlington site confirming that the patented claims cover an area of six hundred feet by three thousand feet (600’ x 300’). The Mine’s patented claims remove the challenges associated when working on U.S. Forest lands, Bureau of Land Management (“BLM”), state or other property types. With our purchase of UP & Burlington, we have the benefit of working on private land, which requires only a hauling/road permit to commence significant operations.

The Company has obtained the necessary permitting, cut additional access roads made surface improvements, and initiated surface mining on a 2,500 foot per day lighted vein for bulk sampling, vein definition and ore valuation. In Phase II, we plan to contract an underground mining and operations plan, expand portal development leveraging existing underground access and implement underground mining to a depth based on optimizing costs versus processed ore value. There is no guarantee that we will be successful in implementing either Phase I or Phase II.

Our Tactical Plan includes obtaining a Lemhi County Conditional Use Permit, an Idaho Department of Lands Surface Reclamation Bond and permitting for the U.S. Forest Service Access Road, as well as obtaining major contracts such as geotechnical contracts, surface mining contracts, toll processing contracts and underground mine plan contracts.

The Company and its independent consultants have developed a detailed exploration-drilling program to confirm and expand mineralized zones in the Mine and collect additional environmental and technical data. The first phase of confirmation and expansion drilling will begin in 2013. The Company intends to continue drilling, metallurgical testing, engineering and environmental programs and studies and has updated the historic feasibility study and environmental permit applications.

We also plan to review opportunities and acquire additional mineral properties with current or historic precious and base metal mineralization with meaningful exploration potential.

Item 1. BUSINESS

Competitive Business Conditions

We compete with many companies in the mining business, including larger, more established mining companies with substantial capabilities, personnel and financial resources. There is a limited supply of desirable mineral lands available for claim-staking, lease or acquisition in the United States, Honduras, and other areas where we may conduct exploration activities. Because we compete with individuals and companies that have greater financial resources and larger technical staffs, we may be at a competitive disadvantage in acquiring desirable mineral properties. From time to time, specific properties or areas that would otherwise be attractive to us for exploration or acquisition are unavailable due to their previous acquisition by other companies or our lack of financial resources. Competition in the mining industry is not limited to the acquisition of mineral properties but also extends to the technical expertise to find, advance, and operate such properties; the labor to operate the properties; and the capital needed to fund the acquisition and operation of such properties. Competition may result in our company being unable not only to acquire desired properties, but to recruit or retain qualified employees, to obtain equipment and personnel to assist in our exploration activities or to acquire the capital necessary to fund our operation and advance our properties. Our inability to compete with other companies for these resources would have a material adverse effect on our results of operation and business. The mineral exploration industry is highly fragmented, and we are a very small participant in this sector. Many of our competitors explore for a variety of minerals and control many different properties around the world. Many of them have been in business longer than we have and have established strategic partnerships and relationships and have greater financial resources than we do.

There is significant competition for properties suitable for gold exploration. As a result, we may be unable to continue to acquire interests in attractive properties on terms that we consider acceptable. We will be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as dynamite, and certain equipment such as drill rigs, bulldozers and excavators that we will need to conduct exploration. If we are unsuccessful in securing the products, equipment and services we need we may have to suspend our exploration plans until we are able to secure them.

Market for Gold

In the event that gold is produced from our property, we believe that wholesale purchasers for the gold would be readily available. Readily available wholesale purchasers of gold and other precious metals exist in the United States and throughout the world. Among the largest are Handy & Harman, Engelhard Industries and Johnson Matthey, Ltd. Historically, these markets are liquid and volatile. Wholesale purchase prices for precious metals can be affected by a number of factors, all of which are beyond our control, including but not limited to:

● fluctuation in the supply of, demand and market price for gold;

● mining activities of our competitors;

● sale or purchase of gold by central banks and for investment purposes by individuals and financial institutions;

● interest rates;

● currency exchange rates;

● inflation or deflation;

● fluctuation in the value of the United States dollar and other currencies; and

● political and economic conditions of major gold or other mineral-producing countries.

If we find gold that is deemed of economic grade and in sufficient quantities to justify removal, we may seek additional capital through equity or debt financing to build a mine and processing facility, or enter into joint venture or other arrangements with large and more experienced companies better able to fund ongoing exploration and development work, or find some other entity to mine our property on our behalf, or sell or lease our rights to mine the gold. Upon mining, the ore would be processed through a series of steps that produces a rough concentrate. This rough concentrate is then sold to refiners and smelters for the value of the minerals that it contains, less the cost of further concentrating, refining and smelting. Refiners and smelters then sell the gold on the open market through brokers who work for wholesalers including the major wholesalers listed above. We have not found any gold as of today, and there is no assurance that we will find any gold in the future.

Compliance with Government Regulation

Mining Operations

UP and BURLINGTON (Lemhi County, Idaho): Mine operation is governed by both federal and state law. We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the United States generally. Federal laws, such as those governing the purchase, transport or storage of explosives, and those governing mine safety and health, also apply. The Company plans to obtain a Lemhi County Conditional Use Permit, an Idaho Department of Lands Surface Reclamation Bond and permitting for the U.S. Forest Service Access Road.

When the mine comes into production we will also be subject to the rules and regulations of the Mine Safety and Health Administration, a Division of the United States Department of Labor.

CLAVO RICO (Honduras, Central America): The mining operations in Honduras are governed by the national entities Honduran Institute of Geology and Mines (INHGEOMIN) and Ministry of Natural Resources and Environment (SERNA). The Clavo Rico mine has operated under a grandfathered concession granted many years ago and has now complied with all regulatory requirements of the above agencies and the recently adopted HONDURAN Mining laws (The General Mining Law was approved by Legislative Decree No. 238-2012, dated January 23, 2013), including employee health and safety regulations, Environmental requirements, water discharge requirements, and potential reclamation requirements. As the above ministries have only limited operational experience and the new mining law has only recently been adopted, the interpretation, adoption and enforcement of many regulations are evolving. Other local ordinances (municipality of El Corpus) minor and most regulatory efforts are as a result of interaction between the mine and the local populace, (examples include use of the mine haul road for local traffic, restricting mine operations to daylight hours for noise considerations, watering for dust control, etc.) where no regulation or law exists, we have attempted to duplicate best practices as required in other business climates.

These laws and regulations are continually changing and, as a general matter, are becoming more restrictive. The Company’s policy is to conduct our business in a manner that safeguards public health and mitigates the environmental effects of our business activities. To comply with these laws and regulations, we have made, and in the future may be required to make, capital and operating expenditures.

Environmental Laws

Mining activities at the Company’s properties are also subject to various environmental laws, both federal and state, including but not limited to the federal National Environmental Policy Act, CERCLA (as defined below), the Resource Recovery and Conservation Act, the Clean Water Act, the Clean Air Act and the Endangered Species Act, and certain Idaho state laws governing the discharge of pollutants and the use and discharge of water. Various permits from federal and state agencies are required under many of these laws. Local laws and ordinances may also apply to such activities as construction of facilities, land use, waste disposal, road use and noise levels.

These laws and regulations are continually changing and, as a general matter, are becoming more restrictive. The Company’s policy is to conduct our business in a manner that safeguards public health and mitigates the environmental effects of our business activities. To comply with these laws and regulations, we have made, and in the future may be required to make, capital and operating expenditures.

The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA), imposes strict, joint, and several liability on parties associated with releases or threats of releases of hazardous substances. Liable parties include, among others, the current owners and operators of facilities at which hazardous substances were disposed or released into the environment and past owners and operators of properties who owned such properties at the time of such disposal or release. This liability could include response costs for removing or remediating the release and damages to natural resources. Our properties, because of past mining activities, could give rise to potential liability under CERCLA.

Under the Resource Conservation and Recovery Act (RCRA) and related state laws, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous or solid wastes associated with certain mining-related activities. RCRA costs may also include corrective action or cleanup costs.

Mining operations may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, such as crushers and storage facilities, and from mobile sources such as trucks and heavy construction equipment. All of these sources are subject to review, monitoring, permitting, and/or control requirements under the federal Clean Air Act and related state air quality laws. Air quality permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the permitting conditions.

Under the federal Clean Water Act and the delegated Colorado water-quality program, point-source discharges into waters of the State are regulated by the National Pollution Discharge Elimination System (NPDES) program. Storm water discharges also are regulated and permitted under that statute. Section 404 of the Clean Water Act regulates the discharge of dredge and fill material into Waters of the United States, including wetlands. All of those programs may impose permitting and other requirements on our operations.

The National Environmental Policy Act (NEPA) requires an assessment of the environmental impacts of major federal actions. The federal action requirement must be satisfied if the project involves federal land or if the federal government provides financing or permitting approvals. NEPA does not establish any substantive standards, but requires the analysis of any potential impacts. The scope of the assessment process depends on the size of the project. An Environmental Assessment (EA) may be adequate for smaller projects. An Environmental Impact Statement (EIS), which is much more detailed and broader in scope than an EA, is required for larger projects. NEPA compliance requirements for any of our proposed projects could result in additional costs or delays.

The Endangered Species Act (ESA) is administered by the U.S. Fish and Wildlife Service of the U.S. Department of Interior. The purpose of the ESA is to conserve and recover listed endangered and threatened species and their habitat. Under the ESA, endangered means that a species is in danger of extinction throughout all or a significant portion of its range. The term threatened under such statute means that a species is likely to become endangered within the foreseeable future. Under the ESA, it is unlawful to take a listed species, which can include harassing or harming members of such species or significantly modifying their habitat. Future identification of endangered species or habitat in our project areas may delay or adversely affect our operations.

U.S. federal and state reclamation requirements often mandate concurrent reclamation and require permitting in addition to the posting of reclamation bonds, letters of credit or other financial assurance sufficient to guarantee the cost of reclamation. If reclamation obligations are not met, the designated agency could draw on these bonds or letters of credit to fund expenditures for reclamation requirements. Reclamation requirements generally include stabilizing, contouring and re-vegetating disturbed lands, controlling drainage from portals and waste rock dumps, removing roads and structures, neutralizing or removing process solutions, monitoring groundwater at the mining site, and maintaining visual aesthetics.

Research and Development

During the fiscal year ended July 31, 2015 we have had no expense related to research and development.

Corporate Office

Our principal executive office is located at 5320 South 900 East, Suite 260, Murray, Utah 84117. Our main telephone number is 801-312-8113. Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available free of charge through the Securities and Exchange Commission’s website at www.sec.gov as soon as reasonably practicable after those reports are electronically filed with or furnished to the SEC.

Employees

As of the date of this filing, we currently employ one hundred twenty-three (123) full-time employees in the U.S. and Honduras. We have contracts with various independent contractors and consultants to fulfill additional needs, including investor relations, exploration, development, permitting, and other administrative functions, and may staff further with employees as we expand activities and bring new projects on line.

Legal Proceedings

We are not involved in any pending legal proceeding or litigations and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on the Company.

Item 1A. RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully the following risks, along with all of the other information included in this report, before deciding to buy our common stock. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also impair our business operations. If we are unable to prevent events that have a negative effect from occurring, then our business may suffer.

Risks Relating to Our Company

We have incurred losses since our inception in 2007 and may never be profitable, which raises doubt about our ability to continue as a going concern.

Since our inception in 2007, we have had nominal operations and incurred operating losses. As of April 30, 2015, our accumulated deficit since inception was approximately $8,872,245. We have substantial current obligations and at April 30, 2015, we had approximately $1,551,114 of current liabilities as compared to only approximately $657,955 of current assets. Since inception, we have been able to raise only minimal additional capital, and we have minimal cash on hand. Accordingly, the Company does not have sufficient cash resources or current assets to pay its current obligations, and we have been meeting many of our obligations through the issuance of our common stock to our employees, consultants and advisors as payment for the goods and services.

Our management continues to search for additional financing; however, considering the difficult U.S. and global economic conditions along with the substantial turmoil in the capital and credit markets, there is a significant possibility that we will be unable to obtain financing to continue our operations.

As we are in the beginning stages of our exploration activities on UP & Burlington and such property has not generated revenue in the recent past, we expect to incur additional losses in the foreseeable future, and such losses may continue to be significant. To become profitable, we must be successful in raising capital to continue with our mining efforts, exploration activities, meet the work commitment requirements on UP & Burlington, discover economically feasible mineralization deposits and establish reserves, successfully develop the properties and finally realize adequate prices on our minerals in the marketplace. It could be years before we receive any revenues from gold production, if ever. Thus, we may never be profitable.

These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent registered public accounting firm’s report on our audited financial statements as of and for the year ended July 31, 2014. If we are unable to continue as a going concern, investors will likely lose all of their investment in our company.

We have a limited operating history.

As an early stage company that has recently made acquisitions, we are subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays inherent in a new business. Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment. Our business is dependent upon the implementation of our business plan. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability. Additionally, the Company’s recent merger with the operating foreign entity was based on a review of all historical data and potential revenue streams and resources as could be ascertained from the submission of documents and a thorough review of all data made available. We believe the materials to be accurate and have attempted to discount the valuations due to perceived risks of foreign operations and the tasks of incorporating a non-public entity into Inception.

The feasibility of mineral extraction from UP & Burlington has not yet been established, as we have not completed exploration or other work necessary to determine if it is commercially feasible to develop the properties.

UP & Burlington does not have any proven or probable reserves. A “reserve,” as defined by the SEC, is that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. A reserve requires a feasibility study demonstrating with reasonable certainty that the deposit can be economically extracted and produced. We have not yet completed our feasibility study with regard to UP & Burlington. As a result, we currently have no reserves and there are no assurances that we will be able to prove that there are reserves on UP & Burlington.

Exploring for gold is an inherently speculative business.

Natural resource exploration, and exploring for gold in particular, is a business that by its nature is very speculative. There is a strong possibility that we will not discover gold or any other resources that can be mined or extracted at a profit. Even if we do discover gold or other deposits, the deposit may not be of the quality or size necessary for us to make a profit after extracting it. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are just some of the many risks involved in mineral exploration programs and the subsequent development of gold deposits.

We will require significant additional capital to continue our exploration activities, and, if warranted, to develop mining operations.

We will be required to raise significantly more capital in order to develop UP & Burlington for mining production, assuming economically viable reserves exist. There is no assurance that our investments in UP & Burlington will be financially productive. Our ability to obtain necessary funding depends upon a number of factors, including the price of gold, base metals, and other minerals we are able to mine, the status of the national and worldwide economy, and the availability of funds in the capital markets. If we are unable to obtain the required financing in the near future for these or other purposes, our exploration activities would be delayed or indefinitely postponed, we would likely lose our lease and options to acquire an ownership interest in UP & Burlington and this would likely lead to failure of our Company. Even if financing is available, it may be on terms that are not favorable to us, in which case, our ability to become profitable or to continue operating would be adversely affected. If we are unable to raise funds to continue our exploration and feasibility work on UP & Burlington, or if commercially viable reserves are not present, the market value of our securities will likely decline, and our investors may lose some or all of their investment.

The global financial conditions may have an impact on our business and financial condition in ways that we currently cannot predict.

The continued pressure on commodities markets and related turmoil in the global financial system may have an impact on our business and financial position. The recent high costs of consumables may negatively impact costs of our operations. In addition, current financial market conditions may limit our ability to raise capital through credit and equity markets. As discussed further below, the prices of the metals that we may produce are affected by a number of factors, and it is unknown how these factors will be impacted by a continuation of the financial crisis.

Fluctuating gold and mineral prices could negatively impact our business plan.

The potential for profitability of our gold and mineral mining operations and the value of any mining properties we may acquire will be directly related to the market price of gold and minerals that we mine. Historically, gold and other mineral prices have widely fluctuated, and are influenced by a wide variety of factors, including inflation, currency fluctuations, regional and global demand, and political and economic conditions. Fluctuations in the price of gold and other minerals that we mine may have a significant influence on the market price of our common stock and a prolonged decline in these prices will have a negative effect on our results of operations and financial condition.

Our business is subject to extensive environmental regulations which may make exploring for or mining prohibitively expensive, and which may change at any time.

All of our operations are subject to extensive environmental regulations which could make exploration expensive or prohibit it altogether. We may be subject to potential liabilities associated with the pollution of the environment and the disposal of waste products that may occur as the result of exploring and other related activities on our properties. We may have to pay to remedy environmental pollution, which may reduce the amount of money that we have available to use for exploration. This may adversely affect our financial position, which may cause you to lose your investment. If we are unable to fully remedy an environmental problem, we might be required to suspend operations or to enter into interim compliance measures pending the completion of the required remedy. If a decision is made to mine our properties and we retain any operational responsibility for doing so, our potential exposure for remediation may be significant, and this may have a material adverse effect upon our business and financial position. We have not yet purchased insurance for potential environmental risks (including potential liability for pollution or other hazards associated with the disposal of waste products from our exploration activities). However, if we mine one or more of our properties and retain operational responsibility for mining, then such insurance may not be available to us on reasonable terms or at a reasonable price. All of our exploration and, if warranted, development activities may be subject to regulation under one or more local, state and federal environmental impact analyses and public review processes. It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have significant impact on some portion of our business, which may require our business to be economically re-evaluated from time to time. These risks include, but are not limited to, the risk that regulatory authorities may increase bonding requirements beyond our financial capability. Inasmuch as posting of bonding in accordance with regulatory determinations is a condition to the right to operate under all material operating permits, increases in bonding requirements could prevent operations even if we are in full compliance with all substantive environmental laws.

We may be denied the government licenses and permits which we need to explore on our properties. In the event that we discover commercially exploitable deposits, we may be denied the additional government licenses and permits which we will need to mine our properties.

Exploration activities usually require the granting of permits from various governmental agencies. For example, exploration drilling on unpatented mineral claims requires a permit to be obtained from the United States Bureau of Land Management, which may take several months or longer to grant the requested permit. Depending on the size, location and scope of the exploration program, additional permits may also be required before exploration activities can be undertaken. Prehistoric or Indian grave yards, threatened or endangered species, archeological sites or the possibility thereof, difficult access, excessive dust and important nearby water resources may all result in the need for additional permits before exploration activities can commence. As with all permitting processes, there is the risk that unexpected delays and excessive costs may be experienced in obtaining required permits. The needed permits may not be granted at all. Delays in or our inability to obtain necessary permits will result in unanticipated costs, which may result in serious adverse effects upon our business.

The values of our properties are subject to volatility in the price of gold and any other deposits we may seek or locate.

Our ability to obtain additional and continuing funding, and our profitability in the unlikely event we ever commence mining operations or sell our rights to mine, will be significantly affected by changes in the market price of gold. Gold prices fluctuate widely and are affected by numerous factors, all of which are beyond our control. Some of these factors include the sale or purchase of gold by central banks and financial institutions; interest rates; currency exchange rates; inflation or deflation; fluctuation in the value of the United States dollar and other currencies; speculation; global and regional supply and demand, including investment, industrial and jewelry demand; and the political and economic conditions of major gold or other mineral producing countries throughout the world, such as Russia and South Africa. The price of gold or other minerals have fluctuated widely in recent years, and a decline in the price of gold could cause a significant decrease in the value of our properties, limit our ability to raise money, and render continued exploration and development of our properties impracticable. If that happens, then we could lose our rights to our properties and be compelled to sell some or all of these rights. Additionally, the future development of our properties beyond the exploration stage is heavily dependent upon the level of gold prices remaining sufficiently high to make the development of our properties economically viable. You may lose your investment if the price of gold decreases. The greater the decrease in the price of gold, the more likely it is that you will lose money.

Our property titles may be challenged. We are not insured against any challenges, impairments or defects to our mineral claims or property titles. We have not fully verified title to our properties.

Our future unpatented claims will be created and maintained in accordance with the federal General Mining Law of 1872. Unpatented claims are unique U.S. property interests and are generally considered to be subject to greater title risk than other real property interests because the validity of unpatented claims is often uncertain. This uncertainty arises, in part, out of the complex federal and state laws and regulations under the General Mining Law. Defending any challenges to our future property titles may be costly, and may divert funds that could otherwise be used for exploration activities and other purposes. In addition, unpatented claims are always subject to possible challenges by third parties or contests by the federal government, which, if successful, may prevent us from exploiting our discovery of commercially extractable gold. Challenges to our title may increase our costs of operation or limit our ability to explore on certain portions of our properties. We are not insured against challenges, impairments or defects to our property titles, nor do we intend to carry extensive title insurance in the future. Potential conflicts to our mineral claims are discussed in detail elsewhere herein.

Honduran mining operations have increased exposure.

Sustaining foreign mining operations, such as those in Honduras, comes with increased uncertainty, due to less stable governments, political interruptions, volatility in taxes and fees, implementation of new laws and regulations, and more. The effect of this exposure can lead to closure of operations, nationalization, and strikes, all of which are beyond the company’s control. Granting and maintaining concessions is highly subject to political whim and maintaining the concessions is subject to a number of factors and variables beyond the company’s control. We do not currently insure against these interruptions but have chosen to structure our operations to minimize exposure to capital assets by subcontracting major areas of work, and to otherwise keep our financial exposure limited even at the expense of operation costs and our bottom line.

Foreign operations involve numerous risks associated with fluctuating exchange rates and other financial risks.

Foreign operations involve numerous risks associated with fluctuating exchange rates and with increasing taxes and fees associated with importing of necessary goods, equipment and services not adequately found in country and with exporting of the finished gold doré. Recent enactment of the Honduran mining laws has helped stabilize the fees, but continual review by the various government operations, and central bank subject the historical operations to review and could impact our ability to export on a timely basis and/or face possible fines etc. associated with repatriation of past revenues, etc.

Possible amendments to the General Mining Law could make it more difficult or impossible for us to execute our business plan.

The U.S. Congress has considered proposals to amend the General Mining Law of 1872 that would have, among other things, permanently banned the sale of public land for mining. The proposed amendment would have expanded the environmental regulations to which we might be subject and would have given Indian tribes the ability to hinder or prohibit mining operations near tribal lands. The proposed amendment would also have imposed a royalty of 8% of gross revenue on new mining operations located on federal public land, which might have applied to our future properties. The proposed amendment would have made it more expensive or perhaps too expensive to recover any otherwise commercially exploitable gold deposits which we might find on our future properties. While at this time the proposed amendment is no longer pending, this or similar changes to the law in the future could have a significant impact on our business model.

Market forces or unforeseen developments may prevent us from obtaining the supplies and equipment necessary to explore for gold and other resources.

Gold exploration, and resource exploration in general, demands contractors available for such work, and unforeseen shortages of supplies and/or equipment could result in the disruption of our planned exploration activities. Current demand for exploration drilling services, equipment and supplies is robust and could result in suitable equipment and skilled manpower being unavailable at scheduled times for our exploration program. Fuel prices are extremely volatile as well. We will attempt to locate suitable equipment, materials, manpower and fuel if sufficient funds are available. If we cannot find the equipment and supplies needed for our various exploration programs, we may have to suspend some or all of them until equipment, supplies, funds and/or skilled manpower become available. Any such disruption in our activities may adversely affect our exploration activities and financial condition.

We may not be able to maintain the infrastructure necessary to conduct exploration activities.

Our exploration activities depend upon adequate infrastructure. Reliable roads, bridges, power sources, and water supply are important factors that affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our exploration activities and financial condition.

Our exploration activities may be adversely affected by the local climates, which could prevent or impair us from exploring our properties year round.

The local climate in our area of operations may impair or prevent us from conducting exploration activities on our properties year round. Because of its rural location and limited infrastructure in this area, our property is generally impassible for several days each year as a result of significant rain or snow events. Earthquakes, heavy rains, snowstorms, and floods could result in serious damage to or the destruction of facilities, equipment or means of access to our properties, or may otherwise prevent us from conducting exploration activities on our properties.

We do not currently carry any property or casualty insurance.

Our business is subject to a number of risks and hazards generally, including but not limited to, adverse environmental conditions, industrial accidents, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment, and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to our properties, equipment, infrastructure, personal injury or death, environmental damage, delays, monetary losses and possible legal liability. You could lose all or part of your investment if any such catastrophic event occurs. We do not carry any property or casualty insurance at this time (but we will carry all insurances that we are required to by law, such as motor vehicle and workers compensation, plus other coverage that may be in the best interest of the Company). Even if we do obtain insurance, it may not cover all of the risks associated with our operations. Insurance against risks such as environmental pollution or other hazards as a result of exploration and operations are often not available to us or to other companies in our business on acceptable terms. Should any events against which we are not insured actually occur, we may become subject to substantial losses, costs and liabilities, which will adversely affect our financial condition.

Reclamation obligations could require significant additional expenditures.

We are responsible for the reclamation obligations related to any exploratory and mining activities. The satisfaction of current and future bonding requirements and reclamation obligations will require a significant amount of capital. There is a risk we will be unable to fund these additional bonding requirements, and further, increases to our bonding requirements or excessive actual reclamation costs will negatively affect our financial position and results of operation.

Title to mineral properties can be uncertain, and we are at risk of loss of ownership of our property.

Our ability to explore and mine future leased and optioned properties depends on the validity of title to that property. These uncertainties relate to such things as the sufficiency of mineral discovery, proper posting and marking of boundaries, failure to meet statutory guidelines, assessment work and possible conflicts with other claims not determinable from descriptions of record. Since a substantial portion of all mineral exploration, development and mining in the United States now occurs on unpatented mining claims, this uncertainty is inherent in the mining industry. Thus, there may be challenges to the title to future properties, which, if successful, could impair development and/or operations.

Our ongoing operations and past mining activities of others are subject to environmental risks, which could expose us to significant liability and delay, suspension or termination of our operations.

Mining exploration and exploitation activities are subject to federal, state and local laws, regulations and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Exploration and exploitation activities are also subject to federal, state and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of exploration methods and equipment.

Environmental and other legal standards imposed by federal, state or local authorities are constantly evolving, and typically in a manner which will require stricter standards and enforcement, and increased fines and penalties for non-compliance. Such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have material adverse effects on our business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages that we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Unknown environmental hazards may exist on UP & Burlington, or we may acquire properties in the future that have unknown environmental issues caused by previous owners or operators, or that may have occurred naturally.

UP & Burlington is subject to royalties on production.

As part of our purchase of UP & Burlington, we granted a Net Smelter Royalty (“NSR”) of 3%. In addition, historical royalties may be asserted by third parties currently unknown to us.

Our industry is highly competitive, attractive mineral lands are scarce, and we may not be able to obtain quality properties.

We compete with many companies in the mining industry, including large, established mining companies with capabilities, personnel and financial resources that far exceed our limited resources. In addition, there is a limited supply of desirable mineral lands available for claim-staking, lease or acquisition in the United States, and other areas where we may conduct exploration activities. We are at a competitive disadvantage in acquiring mineral properties, since we compete with these larger individuals and companies, many of which have greater financial resources and larger technical staffs. Likewise, our competition extends to locating and employing competent personnel and contractors to prospect, develop and operate mining properties. Many of our competitors can offer attractive compensation packages that we may not be able to meet. Such competition may result in our company being unable not only to acquire desired properties, but to recruit or retain qualified employees or to acquire the capital necessary to fund our operation and advance our properties. Our inability to compete with other companies for these resources would have a material adverse effect on our results of operation and business.

We depend on our Chief Executive Officer and Chief Financial Officer and the loss of these individuals could adversely affect our business.

Our company is completely dependent on our Chief Executive Officer, Michael Ahlin, and our Chief Financial Officer, Whit Cluff who are also members of our Board of Directors. As of the date of this report the two are significant to the company. Thus, the loss of either Ahlin or Cluff could significantly and adversely affect our business, and certainly the loss of both of these individuals on or about the same time could result in a complete failure of the Company. We do not carry any life insurance on the life of Ahlin or Cluff.

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses that could materially and adversely affect our operations.

Exploration for minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of economically feasible mineralization. Few properties that are explored are ultimately advanced to the stage of producing mines. We are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties such as, but not limited to:

● economically insufficient mineralized material;

● fluctuations in production costs that may make mining uneconomical;

● labor disputes;

● unanticipated variations in grade and other geologic problems;

● environmental hazards;

● water conditions;

● difficult surface or underground conditions;

● industrial accidents; personal injury, fire, flooding, cave-ins and landslides;

● metallurgical and other processing problems;

● mechanical and equipment performance problems; and

● decreases in revenues and reserves due to lower gold and mineral prices.

Any of these risks can materially and adversely affect, among other things, the development of properties, production quantities and rates, costs and expenditures and production commencement dates. We currently have no insurance to guard against any of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these interests. All of these factors may result in losses in relation to amounts spent that are not recoverable.

Our operations are subject to permitting requirements that could require us to delay, suspend or terminate our operations on our mining property.

Our operations and exploration activities require permits from the local, state and federal governments. We may be unable to obtain these permits in a timely manner, on reasonable terms or at all. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, our timetable and business plan for Inception will be adversely affected.

Risks Associated with Our Common Stock in General

Trading on the Over the Counter markets may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTCQB Inter-Dealer Quotation System owned and operated by the OTC Markets Group, Inc. and the OTC Pink Sheet service of the Financial Industry Regulatory Authority (“FINRA”) under the symbol “IMII”. Trading in stock quoted on over the counter markets is often thin, volatile, and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the over the counter markets are not a stock exchange, and trading of securities on the over the counter markets is often more sporadic than the trading of securities listed on other stock exchanges such as the NASDAQ Stock Market, New York Stock Exchange or American Stock Exchange. Accordingly, our shareholders may have difficulty reselling any of their shares.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and the FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers’ account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability or willingness of broker-dealers to trade our securities. We believe that the penny stock rules discourage broker-dealer and investor interest in, and limit the marketability of, our common stock.

Our common stock may be affected by limited trading volume and price fluctuation which could adversely impact the value of our common stock.

There has been limited trading in our common stock and there can be no assurance that an active trading market in our common stock will either develop or be maintained. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market value for our shares.

Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

Our shares are classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) which imposes additional sales practice requirements on broker-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement prior from you to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.

A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, or convertible debt instruments, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. A result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

Our stock price may be volatile.

The stock market in general has experienced volatility that often has been unrelated to the operating performance of any specific public company. The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

● changes in our industry;

● competitive pricing pressures;

● our ability to obtain working capital financing;

● additions or departures of key personnel;

● limited “public float” in the hands of a small number of persons who sales or lack of sales could result in positive or negative pricing pressure on the market prices of our common stock;

● sales of our common stock;

● our ability to execute our business plan;

● operating results that fall below expectations;

● loss of any strategic relationship;

● regulatory developments;

● economic and other external factors; and

● period-to-period fluctuations in our financial results.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

We have never paid a cash dividend on our common stock and we do not anticipate paying any in the foreseeable future.

We have not paid a cash dividend on our common stock to date, and we do not intend to pay cash dividends in the foreseeable future. Our ability to pay dividends will depend on our ability to successfully develop one or more properties and generate revenue from operations. Notwithstanding, we will likely elect to retain any earnings, if any, to finance our growth. Future dividends may also be limited by bank loan agreements or other financing instruments that we may enter into in the future. The declaration and payment of dividends will be at the discretion of our Board of Directors.

We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Recent federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ are those that address board of directors’ independence, audit committee oversight and the adoption of a code of ethics. While our Board of Directors has adopted a Code of Ethics and Business Conduct, we have not yet adopted any of these corporate governance measures and, since our securities are not listed on a national securities exchange or NASDAQ, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

Difficulties we may encounter while managing our growth could adversely affect our results of operations.

As our business needs expand, we may need to hire a significant number of employees. This expansion may place a significant strain on our managerial and financial resources. To manage the potential growth of our operations and personnel, we will be required to:

● improve existing, and implement new, operational, financial and management controls, reporting systems and procedures;

● install enhanced management information systems; and

● train, motivate and manage our employees.

We may not be able to install adequate management information and control systems in an efficient and timely manner, and our current or planned personnel, systems, procedures and controls may not be adequate to support our future operations. If we are unable to manage growth effectively, our business would be seriously harmed.

If we lose key personnel or are unable to attract and retain additional qualified personnel, we may not be able to successfully manage our business and achieve our objectives.

We believe our future success will depend upon our ability to retain our key management, Mr. Ahlin, our Chief Executive Officer and Mr. Cluff, our Chief Financial Officer. We may not be successful in attracting, assimilating and retaining our employees in the future.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market upon the expiration of any statutory holding period, under Rule 144, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity related securities in the future at a time and price that we deem reasonable or appropriate.

Item 2. FINANCIAL INFORMATION

When a public company that is not a shell company completes a merger or acquisition that requires the preparation and filing of financial statements on the acquired company, such as our dealings that are effected by the Merger Agreement, it must file such financial information via Form 8-K. These financial statements are filed as Exhibits hereto.

Item 3. PROPERTIES

Our principal executive office is located at 5320 South 900 East, Suite 260, Murray, Utah 84117. Our main telephone number is 801-312-8113.

The Company owns two mining properties: the Clavo Rico Gold/Silver Mine: El Corpus, Honduras, Central America and the Up & Burlington Gold Mine in Salmon, Lemhi County, Idaho. Both properties are described in full elsewhere in this document.

Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of October 2, 2015 with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

Name of Beneficial Owner	Common Stock Beneficially Owned			Percentage of Common Stock (1)
Mike Ahlin (2)		2,750,000			1.08	%
Reed Benson (2)		5,147,700	(3)		2.03	%
Whit Cluff (2)		1,375,000			0.54	%
Kay Briggs (2)		1,715,900			0.68	%
Trent D’Ambrosio (2)		3,855,929			1.52	%
All officers and directors as a group (5 people)		14,844,529			5.85	%
Legends Capital Group, LLC (3)		64,346,250			25.35	%
Madison, LLC (4)		13,727,200			5.41	%

(1)	Applicable percentage ownership is based on shares of common stock outstanding as of October 2, 2015. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Applicable percentage ownership is based on 253,872,437 shares of common stock issued and outstanding as of October 2, 2015, together with securities exercisable or convertible into shares of common stock within 60 days of October 2, 2015 for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of October 2, 2015 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(2)	Executive officer and/or director of the Company.
(3)	These shares are held by Moreland Family, LLC, whose majority member is Jeanne Benson, Mr. Benson’s wife.
(4)	Legends Capital Group, LLC is beneficially controlled by Reed Benson, director of the Company.
(5)	Madison, LLC is beneficially controlled by Jason Briggs.

Item 5. DIRECTORS AND EXECUTIVE OFFICERS

Executive Officers and Directors

Below are the names and certain information regarding Inception’s executive officers and directors.

Name	Age	Position
Michael Ahlin	67	Chief Executive Officer, President, Secretary and Director
Whit Cluff	65	Chief Financial Officer and Director
Trent D’Ambrosio	50	Director
Reed Benson	69	Director
Kay Briggs	71	Director

Officers are elected annually by the Board of Directors (subject to the terms of any employment agreement), at its annual meeting, to hold such office until an officer’s successor has been duly appointed and qualified, unless an officer sooner dies, resigns or is removed by the Board.

Background of Executive Officers and Directors

Michael Ahlin, Chief Executive Officer, President, Treasurer, Secretary and Director

Mr. Ahlin is a seasoned executive with several decades of experience who has founded numerous startups and has held executive management positions in public and private companies in various industries. From 1985 through the present, Mr. Ahlin has served as the founder and President of WetCor, Inc., a multi-disciplined Engineering Construction Firm licensed in numerous states and performing both bid and design/build projects including minerals processing, mining, water treatment, energy, Medical (5 MRE centers), geothermal power, and renewable energy and commercial buildings. In addition, from 2004 through the present, Mr. Ahlin has served as a Managing Partner of Cactus Management Services LLC. Mr. Ahlin has served as Inception Resources’ CEO since inception. Mr. Ahlin was appointed as CEO, President, Treasurer, Secretary and Director of the Company on February 25, 2013. Mr. Ahlin received a Bachelors of Science Degree in Mechanical Engineering and a Masters Degree in Business Administration from the University of Utah in 1971 and 1977, respectively.

Whit Cluff, Chief Financial Officer and Director

Mr. Cluff has over 35 years of experience in the commercial real estate industry. Mr. Cluff has been involved in all disciplines of real estate land development, mixed-use development, retail tenant representation, developer representation, industrial property procurement and asset management. Mr. Cluff has an extensive background in public and private businesses giving him strong analytical, planning, and organization ability with effective negotiation skills. From 2003 through the present, Mr. Cluff has served as Vice President and Associate Broker at Coldwell Banker Commercial, NRT in Salt Lake City, Utah. Mr. Cluff attended the University of Utah and served in the United States Army.

Trent D’Ambrosio, Director

Since 2003, Mr. D’Ambrosio has been Managing Member of MDL Ventures LLC (“MDL”). His professional record includes 25 years of management and financial services experience with companies ranging from Fortune 500 companies to start ups. From February 2008 to December 2012, he was consulting to a Fund of Hedge Funds and Private Equity. Prior to this, from September 2002 to September 2007, he served as the Chief Financial Officer for the D’Ambrosio Auto Group. He has held leadership positions with MCI, World Com, and Montana Power. He holds the following licenses or certifications: Charter Hedge Fund Professional (CHP), A Chartered Alternative Investment Analyst 1 (CAIA), Commodities Trading Advisor (CTA) Series 3 and 65, and he previously held the Series 7, 24, 27 and 4 licenses. Mr. D’Ambrosio has been a Director of Inception Mining Inc. since March 28, 2013.

Reed Benson, Director

Mr. Benson received his juris doctor from the University of Utah and has extensive experience with contracts, securities law, and taxation. He is a certified public accountant and currently is general counsel to Legends Capital Group, a small venture capital specialist.

Kay Briggs, Director

Mr. Briggs has BS degrees in economics and political science from Brigham Young University, magna cum laude. To launch his career, he completed internships with CitiBank in New York and Argentina. He then went on to obtain an MBA with an emphasis in international business and finance, also from Brigham Young University. He then pursued post-graduate work with IBM and Stanford University. Mr. Briggs spent nearly ten years with EXXON (Esso International) with managerial opportunities in information systems; refinery maintenance (with additional training in product blending chemistry); maritime contract negotiating; supply and transportation managing in Toronto, Canada with Imperial Oil; and an executive position with Tar Sands and Heavy Oil Extraction and Refining in Calgary, Canada. Mr. Briggs spent the next 32 years with The Church of Jesus Christ of Latter-day Saints as managing director of materials management and international operations, and director of business affairs in Argentina, Southeast US, and 32 island nations in the Caribbean. He has experience with numerous civic assignments, including school boards, city council, and as mayor of North Salt Lake, Utah. Additionally, he has served in various board of directors positions with several organizations.

Employment Agreements

On August 1, 2015, the Company amended the previously entered into an employment agreement with Michael Ahlin pursuant to which the eligibility requirements of the Company achieving positive EBITDA in two consecutive quarters as reflected in its filings with the Securities and Exchange Commission (“SEC”) were removed.

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

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past ten years:

● any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

● any conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and other minor offenses;

● being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

● being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our Common Stock 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 Common Stock and other equity securities, on Forms 3, 4 and 5 respectively. An examination of our filings has shown that not all of our officers and directors are compliant, but they are taking steps to become compliant and complete their filings.

Item 6. EXECUTIVE COMPENSATION

Summary Compensation Table

The particulars of the compensation paid to the following persons:

● our principal executive officers;

● each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended July 31, 2015 and 2014; and

● up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as our executive officer at the end of the years ended July 31, 2015 and 2014.

We will collectively refer to the above as the named executive officers of our company.

SUMMARY COMPENSATION TABLE

Name and Principal			Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings		All Other Compensation		Totals
Position	Year		($)		($)		($)		($)		($)		($)		($)		($)
Michael Ahlin		2014		0		0		0		0		0		0		0		0
Chief Executive Officer, President, Secretary and Director		2015		0		0		0		0		0		0		0		0
Whit Cluff		2014		0		0		0		0		0		0		0		0
Chief Financial Officer and Director		2015		0		0		0		0		0		0		0		0
Brian Brewer		2014		0		0		0		0		0		0		0		0
Chief Operating Officer and Director		2015		0		0		0		0		0		0		0		0

None of our named executive officers received any compensation from us during the fiscal years ended July 31, 2015, and July 31, 2014.

Agreements

On August 1, 2015, the Company amended the previously entered into an employment agreement with Michael Ahlin pursuant to which the eligibility requirements of the Company achieving positive EBITDA in two consecutive quarters as reflected in its filings with the Securities and Exchange Commission (“SEC”) were removed.

Option Grants

As of July 31, 2015 we had not granted any options or stock appreciation rights to our named executive officers or directors.

Compensation of Directors

Our directors did not receive any compensation for their services as directors from our inception to July 31, 2015. We have no formal plan for compensating our directors for their services in the future in their capacity as directors, although such directors are expected in the future to receive options to purchase shares of our common stock as awarded by our Board of Directors or by any compensation committee that may be established.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our 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.

Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

There have been no transactions since the beginning of our last fiscal year or any currently proposed transactions in which we are, or plan to be, a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Director Independence

Our securities are quoted on the OTCQB, which does not have any director independence requirements. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.

Board Committees

We presently do not have an audit committee, compensation committee or nominating committee or committees performing similar functions, as our management believes that until this point it has been premature at the early stage of our management and business development to form an audit, compensation or nominating committee. However, our new management plans to form an audit, compensation and nominating committee in the near future. The audit committee will be primarily responsible for reviewing the services performed by our independent auditors and evaluating our accounting policies and system of internal controls. We intend that the audit committee will be comprised solely of independent directors and will have an audit committee financial expert as required by the rules and regulations of the SEC.

The compensation committee will be primarily responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our executive officers. The nominating committee will be primarily responsible for nominating directors and setting policies and procedures for the nomination of directors. The nominating committee will also be responsible for overseeing the creation and implementation of our corporate governance policies and procedures. Until these committees are established, these decisions will continue to be made by our board of directors. Although our board of directors has not yet established any minimum qualifications for director candidates, when considering potential director candidates, our board of directors considers the candidate’s character, judgment, skills and experience in the context of the needs of our Company and our board of directors.

We do not have a charter governing the nominating process. The members of our board of directors, who perform the functions of a nominating committee, are not independent because they are also our officers. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. Our board of directors does not believe that a defined policy with regard to the consideration of candidates recommended by shareholders is necessary at this time because, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level.

Item 8. LEGAL PROCEEDINGS

We are not involved in any pending legal proceeding or litigations and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on the Company.

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past ten years:

● any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

● any conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and other minor offenses;

● being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

● being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Item 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is not traded on any exchange. Our common stock is quoted on OTCQB, under the trading symbol “IMII.” We cannot assure you that there will be a market in the future for our common stock.

OTCQB securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted through a telephone and computer network connecting dealers. OTCQB issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange.

Holders of our Common Stock

As of October 2, 2015 there were 1,506 holders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form. The stock transfer agent for our securities is Island Stock Transfer.

Dividends

To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.

Equity Compensation Plans

As of October 2, 2015, we have one equity compensation plan: the 2013 Incentive Stock Plan.

Item 10. RECENT SALES OF UNREGISTERED SECURITIES

As part of the Closing of the Merger Agreement, the Company issued 240,225,901 shares of its common stock to the shareholders of Clavo Rico on a pro rata basis and certain of its officers and directors. The Company’s transfer agent is holding those shares in book entry for the benefit of its new shareholders.

Item 11. DESCRIPTION OF SECURITIES

The Company’s authorized capital stock consists of 500,000,000 shares of common stock at a par value of $0.00001 per share and 10,000,000 shares of preferred stock at a par value of $0.00001 per share. As of October 2, 2015 there are 253,872,250 shares of the Company’s common stock issued and outstanding that are held by approximately 1,506 stockholders of record and no shares of preferred stock issued and outstanding.

Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of the Company’s common stock representing a majority of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s articles of incorporation.

Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.

The Board of Directors may later determine to issue our preferred stock. If issued, the preferred stock may be created and issued in one or more series and with such designations, rights, preferences and restrictions as shall be stated and expressed in the resolution(s) providing for the creation and issuance of such preferred stock. If preferred stock is issued and we are subsequently liquidated or dissolved, the preferred stockholders would have preferential rights to receive a liquidating distribution for their shares prior to any distribution to common shareholders. Although we have no present intent to do so, we could issue shares of preferred stock with such terms and privileges that a third party acquisition of our company could be difficult or impossible, thus entrenching our existing management in control of our company indefinitely.

Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company’s directors and executive officers are indemnified as provided by the Nevada Corporation law and its Bylaws. These provisions state that the Company’s directors may cause the Company to indemnify a director or former director against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him as a result of him acting as a director. The indemnification of costs can include an amount paid to settle an action or satisfy a judgment. Such indemnification is at the discretion of the Company’s board of directors and is subject to the Securities and Exchange Commission’s policy regarding indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

When a public company that is not a shell company completes a merger or acquisition that requires the preparation and filing of financial statements on the acquired company, such as our dealings that are effected by the Merger Agreement, it must file such financial information via Form 8-K. These financial statements are filed herewith as Exhibits.

Item 3.02 Unregistered Sales of Equity Securities.

As a result of the Closing of the Merger Agreement, a total of 240,225,901 shares of Common Stock of the Company were issued on a pro rata basis to the then-shareholders of Clavo Rico as consideration for the Merger and to certain officers and directors.

Item 5.01 Changes in Control of Registrant.

As a result of the Merger Agreement as described herein, a change of control of the Company has occurred.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

As of the Closing of the Merger Agreement, two new directors of the Company have been appointed.

Reed Benson, Director

Mr. Benson received his juris doctor from the University of Utah and has extensive experience with contracts, securities law, and taxation. He is a certified public accountant and currently is general counsel to Legends Capital Group, a small venture capital specialist.

Kay Briggs, Director

Mr. Briggs, 71, has BS degrees in economics and political science from Brigham Young University, magna cum laude. To launch his career, he completed internships with CitiBank in New York and Argentina. He then went on to obtain an MBA with an emphasis in international business and finance, also from Brigham Young University. He then pursued post-graduate work with IBM and Stanford University. Mr. Briggs spent nearly ten years with EXXON (Esso International) with managerial opportunities in information systems; refinery maintenance (with additional training in product blending chemistry); maritime contract negotiating; supply and transportation managing in Toronto, Canada with Imperial Oil; and an executive position with Tar Sands and Heavy Oil Extraction and Refining in Calgary, Canada. Mr. Briggs spent the next 32 years with The Church of Jesus Christ of Latter-day Saints as managing director of materials management and international operations, and director of business affairs in Argentina, Southeast US, and 32 island nations in the Caribbean. He has experience with numerous civic assignments, including school boards, city council, and as mayor of North Salt Lake, Utah. Additionally, he has served in various board of directors positions with several organizations.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In conjunction with the Closing of the Merger Agreement, as of October 2, 2015, the Board of Directors of the Company adopted a new fiscal year of December 31. This will match the existing fiscal year of Clavo Rico and will help streamline the financial reporting of the post-Merger Companies. The Company’s Annual Report on Form 10-K for the new fiscal year for the period ending December 31, 2015 will include the “transition period” not included in the Company’s Annual Report on Form 10-K filed November 23, 2015 or the financial statements attached herewith.

Item 9.01 Financial Statements and Exhibits

(a)	Financial Statements of Business Acquired
	Clavo Rico Ltd. and subsidiaries Consolidated Financial Statements for the fiscal years ended December 31, 2013 and 2014.
	Clavo Rico Ltd. and subsidiaries Condensed Consolidated Financial Statements (Unaudited) for the interim periods ended September 30, 2015.
(b)	Pro Forma Financial Information
	Pro Forma Financial Statements (Unaudited) of Clavo Rico Ltd. and subsidiaries as of and for the nine-month period ended September 30, 2015 and for the year ended December 31, 2014 reflecting amounts as if the Merger had occurred previously.
(c)	Exhibits
	The Exhibit Index is incorporated herein by reference.

Exhibit No.	Description
3.1	Articles of Incorporation(1)
3.2	Certificate of Amendment, effective March 5, 2010(2)
3.3	Certificate of Amendment, effective June 23, 2010(3)
3.4	Agreement and Plan of Merger, effective October 2, 2015(5)
3.5	Bylaws(1)
10.1	Employment Agreement with Michael Ahlin dated August 1, 2015(5)
10.2	Agreement and Plan of Merger dated August 4, 2015(4)
10.3	Addendum to Agreement and Plan of Merger(5)
99.1	Clavo Rico Ltd. and subsidiaries Consolidated Financial Statements for the fiscal years ended December 31, 2013 and 2014*
99.2	Clavo Rico Ltd. and subsidiaries Condensed Consolidated Financial Statements (Unaudited) for the interim periods ended September 30, 2015*
99.3	Pro Forma Financial Statements (Unaudited) of Clavo Rico Ltd. and subsidiaries as of and for the nine-month period ended September 30, 2015 and for the year ended December 31, 2014 reflecting amounts as if the Merger had occurred previously*
*	Filed herewith.
(1)	Incorporated by reference from Form SB-2 filed with the SEC on October 31, 2007.
(2)	Incorporated by reference from Form 8-K filed with the SEC on March 10, 2010.
(3)	Incorporated by reference from Form 8-K filed with the SEC on June 28, 2010.
(4)	Incorporated by reference from Form 8-K filed with the SEC on August 6, 2015.
(5)	Incorporated by reference from Form 8-K filed with the SEC on October 7, 2015.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INCEPTION MINING INC.
Date: December 15, 2015	By:	/s/ Michael Ahlin
	Name:	Michael Ahlin
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

EX-99.1

 

1

COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V. AND AFFILIATES

COMBINED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER. 2014 AND 2013

CONTENTS

	Page
Audit Report	3-4
Statement of financial position	5
Statement of comprehensive income	6
Statement of Changes in Equity	7
Statement of Cash Flows	8
Notes to the Financial Statements	9-20

2

 

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of

Compañía Minera Cerros del Sur, S.A. De C.V

and Affiliates.

We have audited the accompanying combined statement of financial position of Compañía Minera Cerros del Sur, S.A. de C.V. and Affiliates as of December 31, 2014 and 2013, and the related combined statement of comprehensive income, and combined cash flows for the years then ended. These combined 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.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with accounting principles generally accepted in the United States of America. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

PBX (504) 2270 - 7364 al 7368

E-mail tovarlopez@pkfhonduras.com| pkfhonduras@yahoo.com|

www.pkfhonduras.com.P.O. Box 302091 Edificio Metropolis, Torre II, Nivel 24

Con oficinas en: Tegucigalpa, San Pedro Sula, La Ceiba | Honduras, C.A.

PKF-Tovar López is a member firm of PKF International Limited. PKF International Limited

is a network of legally independent member firms with representation in 125 countries.

3

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, except for the effects of such adjustments, the combined financial statements referred to above, present fairly, in all material respects, the combined financial position of Compañía Minera Cerros del Sur, S.A. de C.V. and Affiliates as of December 31, 2014 and 2013, and the combined results of its operations and its combined cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

We draw attention to Note 13 d) to the combined financial statements which describes the uncertainty related to the outcome of the lawsuit filed against the company. Our opinion is not qualified in respect of this matter.

Without qualifying our opinion, we draw attention to Note 13 e) in the combined financial statements which indicates that the Company incurred a net loss obtained during the current and prior years, as of that date, the Company’s working capital is insufficient. These conditions requires additional capital contribution; the management of the company plans to obtain these contributions from its headquarter Clavo Rico, Ltd. until its operations reach its break-even point and keep stable. These contributions were made by capitalizing supplement contributions made by stockholders in previous years.

Without qualifying our opinion, the company is member of Clavo Rico, Ltd located in Turks and Caicos Island. As expressed in the explanatory Note 2 to the financial statements, the company has important transactions with Clavo Rico, Ltd. Due to this relationship, it is possible that the terms of these transactions are not the same that would result from relationships with non-related companies.

 

Tegucigalpa, Honduras

April 30, 2015

4

COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V. AND AFFILIATES

COMBINED STATEMENT OF FINANCIAL POSITION

For the Years Ended December 31, 2014 and 2013

(All amounts in US$ unless otherwise stated)

	Note		2014			2013
ASSETS
Current assets:
Cash and cash equivalents		3		157,718			39,833
Inventories		4		1,703,883			1,726,117
Accounts receivable				22,284			12,612
Accounts receivable- related companies				18,983			18,409
Total current assets				1,902,868			1,796,971
Non-current assets:
Property, plant and equipment-net		5		2,719,650			2,491,383
Intangible assets-mining rights an concession		6		112,455			157,319
Others assets				95,591			140,686
Total non-current assets				2,927,696			2,789,388
Total assets				4,830,564			4,586,359
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Account payables				367,321			292,084
Employee withholdings and payroll taxes				98,115			146,011
Employee benefit obligations		8		28,180			28,180
Mine reclamation				33,508			33,508
Taxes other than income taxes				16,366			17,791
Total current liabilities				543,490			517,574
Non current liabilities:
Related companies-Loan		7		5,850,644			5,472,350
Total non-current liabilities				5,850,644			5,472,350
Total Liabilities				6,394,134			5,989,924
Shareholders’ equity:
Share capital		1		1,051,116			1,051,116
Supplementary equity contributions		9		582,639			582,639
Retained earnings (loss)				(3,197,325	)		(3,037,320	)
Total shareholders’ equity				(1,563,570	)		(1,403,565	)
Total liabilities and shareholders’ equity				4,830,564			4,586,359

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

5

COMPAÑÍA MINERA CERROS DEL SUR. S.A. DE C.V. AND AFFILIATES

COMBINED STATEMENT OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2014 and 2013

(All amounts in US$ unless otherwise stated)

	Note		2014			2013
REVENUE:
Sales of precious metal		10		3,120,825			2,502,945
Other income				27,965			3,628
				3,148,790			2,506,574
Cost of sales		11		1,984,684			1,179,567
Gross profit				1,164,106			1,327,007
OPERATING EXPENSES:
General and administrative expenses		12		(845,267	)		(835,428	)
Depreciation and amortisation expense				(405,287	)		(425,260	)
Interest expenses				(58,118	)		(5,151	)
Total expense				(1,308,672	)		(1,265,839	)
Profit before tax				(144,566	)		61,168
Income tax expense				(15,439	)		(17,791	)
PROFIT (LOSS) FOR THE YEAR				(160,005	)		43,377

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

6

COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V. AND AFFILIATES

COMBINED STATEMENT OF CHANGES IN EQUITY

For the Years Ended December 31, 2014 and 2013

(All amounts in US$ unless otherwise stated)

	Note	Share capital		Supplementary equity contributions		Retained earnings (loss)			Total
Year 2013:
Balance at 31, December 2012			1,051,116		582,639		(3,080,697	)		(1,446,942	)
Net income for the year							43,377			43,377
Balance at 31, December 2013			1,051,116		582,639		(3,037,320	)		(1,403,565	)
Year 2014:
Balance at 31, December 2013			1,051,116		582,639		(3,037,320	)		(1,403,565	)
Net income for the year							(160,005	)		(160,005	)
Balance at 31, December 2014			1,051,116		582,639		(3,197,325	)		(1,563,570	)

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

7

 COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V. AND AFFILIATES

COMBINED STATEMENT OF CASH FLOWS

For the Years Ended December 31, 2014 and 2013

(All amounts in US$ unless otherwise stated)

	2014			2013
OPERATING ACTIVITIES:
Profit of the year		(160,005	)		43,377
Adjustments for non-cash expenses:
Depreciation and amortisation		405,288			425,260
Changes in operating assets and liabilities:
(Increase) on assets:
Inventories		22,234			(544,980	)
decrease Accounts receivable		(9,672	)		(12,612	)
decrease Accounts receivable- related companies		(574	)		(18,409	)
Increase (decrease) on liabilities:
Account payables		75,237			165,743
Increase Employee withholdings and payroll taxes		(47,896	)		146,011
Increase Taxes other than income taxes		(1,425	)		17,791
Current (decrease) portion of employee benefit obligations		-			(32,717	)
Cash flows (used in) operating activities		283,187			189,464
INVESTING ACTIVITIES:
Purchases of equipment		(582,802	)		(430,133	)
Purchases of Intangible		(5,889	)		-
Increase in other assets		45,095			(117,637	)
Cash flows from investing activities		(543,596	)		(547,770	)
FINANCING ACTIVITIES:
Employee benefit obligations paid		-			(104,485	)
Increase related companies-Loan		378,294			470,391
Cash flows from financing activities		378,294			365,906
Net increase (decrease) in cash and cash equivalents		117,885			7,600
Cash and cash equivalents at beginning of year		39,833			32,233
CASH AND CASH EQUIVALENTS AT END OF YEAR		157,718			39,833

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

8

COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V. AND AFFILIATES

NOTES TO THE COMBINED FINANCIAL STATEMENTS

YEAR ENDED AT DECEMBER 2014 AND 2013

(All amounts in US$ unless otherwise stated)

1. HISTORY OF THE ENTITY

History - Compañía Minera Cerros del Sur, S.A. de C.V. is a company incorporated in Honduras, Central America The address of its registered office and principal place of business is El Corpus, Choluteca. Compañía Minera Cerros del Sur, S.A. de C.V. Group consists of the Company and its parent Clavo Rico Ltd. (Turks and Caicos Island), Compañía Minera Clavo Rico, S.A.; and Cerros del Rio, S.A.. Their principal activities are the exploration and extraction of precious metal gold.

The company was organized on October 2, 1975 and recorded in the Honduran commerce register under number 1091-275, as a variable equity - Limited Liability company for an undefined period of time, in accordance with Honduran law.

On August 12, 2004, the company became into a variable equity- Joint-Stock company and registered in the Honduran commerce register under number 98-566. The company is based in Tegucigalpa and its major activity is the mining prospecting, exploiting, exploding and commercialization and other related commercial activities. The maximum legal equity as of December 31, 2014 and 2013 is US$1,051,116, which is totally subscribed and paid and divided in common shares of L100.

In April 2009, the board of directors approved a capital increase up to a maximum of US$1,500,000. This increase had already been contributed as supplement capital by Mayan Gold Inc. As of December 31, 2014, this supplement capital contribution has not yet been legally formalized.

2. SUMMARY OF PREPARATION AND ACCOUNTING POLICIES

The main accounting policies adopted by the entity regarding the preparation of the financial statements are described below:

Basis for the preparation of financial statements – The accompanying combined financial statements have been prepared in accordance with the generally accepted accounting principles (U.S. GAAP). The accounting principles comprising the framework are appropriate for the preparation and presentation of entity financial statements, based on the needs of the financial statement users and cost and benefit considerations.

a) Revenue and cost recognition. Incomes from sales of mineral products are recognized when they are billed and delivered to clients. Sales are presented at their net value from discounts and returned sales. Costs and expenses are recognized when they are incurred.

9

COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V. AND AFFILIATES

NOTES TO THE COMBINED FINANCIAL STATEMENTS

YEAR ENDED AT DECEMBER 2014 AND 2013

(All amounts in US$ unless otherwise stated)

b)	Inventories. The inventories of supplies are valued to the average price less than from the average market value. Inventory in-progress and completed products are valued based on the average production cost plus indirect expenses.
c)	Property, Plant, and Equipment. These assets are valued at their acquisition or construction cost less accumulated depreciation and amortisation. Depreciation and amortisation is charged so as to allocate the cost of assets less their residual values over their estimated useful lives as follow:

	Years
Mining machinery and equipment		10
Vehicles		5
Office equipment and furniture		10
Buildings		20

If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of an asset, the depreciation of that asset is revised prospectively to reflect the new expectations. Gains and losses arising from the retirement or sale of assets are recognized in profit or loss, as well as repair and maintenance costs when they do not exceed the useful life of the assets.

d)

Intangible assets. Intangible assets-Mining rights and concession that is stated at cost less accumulated amortisation and any accumulated impairment losses. It is amortised over its estimated life of five years using the straight-line method. If there is an indication that there has been a significant change in amortization rate, useful life or residual value of an intangible asset, the amortization is revised prospectively to reflect the new expectations.

e)

Impairment of assets. At each reporting date, property, plant and equipment and intangible assets, are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset (or group of related assets) is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognized immediately in profit or loss. Similarly, at each reporting date, inventories are assessed for impairment by comparing the carrying amount of each item of inventory (or group of similar items) with its selling price less costs to complete and sell. If an item of inventory (or group of similar items) is impaired, its carrying amount is reduced to selling price less costs to complete and sell, and an impairment loss is recognized immediately in profit or loss. If an impairment loss subsequently reverses, the carrying amount of the asset (or group of related assets) is increased to the revised estimate of its recoverable amount (selling price less costs to complete and sell, in the case of inventories), but not in excess of the amount that would have been determined had no impairment loss been recognized for the asset (group of related assets) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

10

COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V. AND AFFILIATES

NOTES TO THE COMBINED FINANCIAL STATEMENTS

YEAR ENDED AT DECEMBER 2014 AND 2013

(All amounts in US$ unless otherwise stated)

e)	Leases. Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease.
f)	Use of Estimates. The preparation of financial statements in conformity with U.S GAAP requires the company management to make some estimates and assumptions that affect the balance of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the income and expenses for the reported years as well. Assets and liabilities are recognized in the financial statements when financial benefits are likely to flow to or from the company and that the different entries have cost or value, which can be fairly measured. If in the future these estimates and assumptions, which are based on the best knowledge of the management at the date of the financial statements, were modified with respect to the current circumstances, the original estimates and assumptions will be adequately adjusted in the period that such changes happen.
g)	Legal Reserve. Represents 5% of the net income of each year up to a minimum of 20% of the paid equity.
h)	Registration of foreign currency transactions – Foreign currency transactions are recorded at the exchange rate prevailing at the transaction date, with related balances adjusted to the prevailing exchange rate at the closing date. Gains or losses arising from these adjustments are recognized in profit or loss of the current year.
i)	Employee benefits – According to the Honduran Labor Code, Compañía Minera Cerros del Sur, S.A. de C.V. is obliged to pay compensation to employees dismissed under certain circumstances. As of December 31, 2014 and 2013, the employee benefit obligations is about US$ 28,180 in 2014 (US$ 28,180 in 2013); disbursements in excess to this amount are considered by the company as expenses of the year they are incurred.

11

COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V. AND AFFILIATES

NOTES TO THE COMBINED FINANCIAL STATEMENTS

YEAR ENDED AT DECEMBER 2014 AND 2013

(All amounts in US$ unless otherwise stated)

The Honduran Labor Code was amended by Decree 150-2008, issued by Congress and published in the Official Gazette on November 5, 2008. Such decree establishes an employee’s right to receive a severance payment when, after 15 years or more of continuous work, he or she decides to voluntarily terminate the employment contract and is entitled to receive 35% of the amount that would correspond to the years of service. The entity does not maintain specific reserves to cope with this type of any work obligations.

j)	Exchange Rate. The accounting records of the company are maintained in Lempiras, official currency of Honduras. In June 1994, the Central Bank board liberalized the US$ exchange rate and it is ruled by the offer and demand through the Public Currency Bids (PCB) mechanism. As of December 31, 2014 and 2013, the exchange rate US$/Lempiras in the Honduran banking system was L 21.6630: US$1 and L20.7417: US$1 in 2013
k)	Related party transaction - Shareholders, directors and other entities with whom the entity has shareholders in common are considered as related parties.
I)	Financial instruments - Financial instruments recognized in the financial statements include cash, accounts receivable and accounts payable.
	Credit risk. Financial assets that expose the entity to credit risk consist primarily of cash and bank deposits. All cash and bank deposits are held by banks with high credit quality.
	Fluctuation risk. Bank deposits are subject to foreign currency exchange risks since a portion of such bank deposits are maintained in US dollars. The Lempira (official currency of Honduras) has experienced steady devaluations against the US dollar since 1990 and cash flows have been affected by fluctuations in the exchange rate.
	Fair value. The fair value of bank deposits, temporary investments and accounts receivable approximate their fair values due to their short term nature.
m)	Reclassifications - At the end of the period, some reclassifications of balances were made, which were considered necessary for a more reasonable presentation of the financial statements.

12

COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V. AND AFFILIATES

NOTES TO THE COMBINED FINANCIAL STATEMENTS

YEAR ENDED AT DECEMBER 2014 AND 2013

(All amounts in US$ unless otherwise stated)

3. CASH AND CASH EQUIVALENTS

Cash at December 31, was as follows:

	2014		2013
Petty cash		462		485
Cash in Banks		129,462		10,153
Other Deposits		27,794		29,195
Total		157,718		39,833

4. INVENTORIES

Inventories at December 31, were as follows:

	2014		2013
Metals in progress		1,518,496		1,683,148
Mining supplies		185,387		42,969
Total		1,703,883		1,726,117

13

COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V. AND AFFILIATES

NOTES TO THE COMBINED FINANCIAL STATEMENTS

YEAR ENDED AT DECEMBER 2014 AND 2013

(All amounts in US$ unless otherwise stated)

5. PROPERTY, PLANT AND EQUIPMENT.

Fixed assets, changes to, and their depreciation at December 31, are as follows:

	Land		Construction in progress			Mining - machinery and equipment		Vehicles		Office equipment and furniture			Buildings		Total
Cost
31 December 2012		13,687		2,001,335			504,379		55,615		280			387,522		2,962,818
Additions		-		253,485			18,063		7,600		10,818			140,167		430,133
Disposals		-		-			-		-		-			-		-
Transfers		-		(2,254,820	)		258,138		-		-			1,996,682		-
31 December 2013		13,687		-			780,579		63,215		11,098			2,524,371		3,392,951
31 December 2013		13,687		-			780,579		63,215		11,098			2,524,371		3,392,951
Additions		-		-			53,809		27,872		14,987			487,683		584,350
Disposals		-		-			-		-		(1,548	)		-		(1,548	)
31 December 2014		13,687		-			834,388		91,087		24,536			3,012,055		3,975,753
Accumulated depreciation
31 December 2012		-		-			375,187		25,880		-			127,582		528,649
Annual depreciation		-		-			120,094		11,425		1,033			240,067		372,919
31 December 2013		-		-			495,281		37,305		1,033			367,649		901,568
31 December 2013		-		-			495,281		37,305		1,033			367,649		901,568
Annual depreciation		-		-			53,476		15,554		4,772			280,732		354,534
31 December 2014		-		-			548,757		52,859		6,106			648,381		1,256,103
Carrying amount
31 December 2014		13,687		-			285,631		38,228		18,431			2,363,674		2,719,650
31 December 2013		13,687		-			285,298		25,909		9,764			2,156,723		2,491,383

14

COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V.

NOTES TO COMBINED THE FINANCIAL STATEMENTS

YEAR ENDED AT DECEMBER 2013 AND 2012

(All amounts in US$ unless otherwise stated)

6. INTANGIBLE ASSETS.

	Concessions		Leases		Softwares		Total
Cost
31 December 2012		443,686		122,024		-		565,710
Additions		-		-		-		-
Disposals		-		-		-		-
31 December 2013		443,686		122,024		-		565,710
31 December 2013		443,686		122,024		-		565,710
Additions		-		-		5,889		5,889
Disposals		-		-		-		-
31 December 2014		443,686		122,024		5,889		571,599
Accumulated amortisation
31 December 2012		305,940		50,110		-		356,050
Annual amortisation		41,051		11,290		-		52,340
31 December 2013		346,991		61,400		-		408,390
31 December 2013		346,991		61,400		-		408,391
Annual amortisation		39,806		10,948		-		50,753
31 December 2014		386,796		72,347		-		459,144
Carrying amount
31 December 2014		56,890		49,677		5,889		112,455
31 December 2013		96,695		60,624		-		157,319

15

COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V.

NOTES TO COMBINED THE FINANCIAL STATEMENTS

YEAR ENDED AT DECEMBER 2013 AND 2012

(All amounts in US$ unless otherwise stated)

7. RELATED PARTIES TRANSACTIONS

The transactions and balance for accounts receivable and accounts payable related parties of corresponds to Clavo Rico, Ltd. (Mayan Gold, Inc. in 2012) and others affiliated companies. The most important transactions during the year are detailed below:

	2014		2013
Accounts receivable
Compañía Minera Potosi, S.A.		18,409		18,409
Compañía Minera Clavo Rico, inc		3,960		-
Total accounts receivable		22,369		18,409
Accounts payable
Compañía.Minera Cerros del Rio, S.A		7,431		2,843
Inversiones Mustang Honduras		1,166		32,018
Clavo Rico Inc. (USA)		823,648		516,209
Total accounts payable		832,245		551,070
Loan payable
Clavo Rico, Ltd
Transfers received of supplementary equity contributions		1,500,000		1,500,000
Loan at 0% interest.		3,518,399		3,421,280
Total loan payable		5,018,399		4,921,280
Total accounts and loan payable		5,850,644		5,472,350
Revenues
Clavo Rico, Inc		3,120,825		2,502,945

16

COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V.

NOTES TO COMBINED THE FINANCIAL STATEMENTS

YEAR ENDED AT DECEMBER 2013 AND 2012

(All amounts in US$ unless otherwise stated)

8. EMPLOYEE BENEFIT OBLIGATIONS

The Company’s employee benefit obligations for long-service payments under a government mandated plan is based on a comprehensive valuation as of December 31, 2014 and 2013 and is as follows:

	2014		2013
January 1		28,180		165,382
Additional accrual during the year		-		-
Payment		-		(137,202	)
December 31		28,180		28,180

9. SUPPLEMENTARY EQUITY CONTRIBUTIONS.

Contributed as supplement capital by Clavo Rico, Ltd. As of December 31, 2014. This supplement capital contribution has not yet been legally formalized.

10. REVENUES

	2014		2013
Sales of precious metal
Gold		3,054,722		2,472,669
Silver		66,104		30,277
		3,120,825		2,502,945
Other income		27,965		3,628
		3,148,790		2,506,574

17

COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V.

NOTES TO COMBINED THE FINANCIAL STATEMENTS

YEAR ENDED AT DECEMBER 2013 AND 2012

(All amounts in US$ unless otherwise stated)

11. COST OF SALES

Mining operation and geologists cost during the year ended December 31, are detailed as follows:

	2014		2013
Payroll employees		308,622		368,012
Employees Benefits		121,717		93,985
Lixiviation-Materials		306,123		663,659
Energy		120,295		156,674
Transport		70,828		57,347
Maintenance and y Repairs		112,806		64,693
Rent and service		709,289		257,694
Other Materials		38,658		56,353
Diesel and lubricants		63,696		44,513
Other		37,917		34,421
Total		1,889,950		1,797,352
(Transfer) to inventories in process		94,734		(617,785	)
Cost of sales		1,984,684		1,179,567

12. GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses during the year ended December 31, are detailed as follows:

	2014		2013
Payroll employees		277,367		242,515
Employees benefits		110,498		88,098
Legal Fees		165,435		137,617
Materials		2,288		1,033
Rent and services		34,827		47,406
Office Supplies		4,670		5,857
Energy		3,226		3,902
Transport		47,196		42,480
External Services (exploitation)		103,723		165,634
Internal Tax		23,879		29,118
Other		72,160		71,768
Total		845,267		835,428

18

COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V.

NOTES TO COMBINED THE FINANCIAL STATEMENTS

YEAR ENDED AT DECEMBER 2013 AND 2012

(All amounts in US$ unless otherwise stated)

13. COMPROMISES. PROVISIONS AND CONTINGENCIES.

Compromises:

a.	The company has signed leasing contracts for Employee housing. These contracts do not have termination date; future payments under them will be of US$25,490 per year.
b.	Income Tax – Article 136 of the Honduran Tax Code establishes the responsibilities of taxpayers and withholding tax agents, as well as Treasury’s powers to conduct reviews and investigations, report adjustments, determine and require the payment of relevant obligations, and to implement the measures provided for in the Code within the following terms:
	Two (2) years in the case of taxpayers or responsible agents which have imported, exported or engaged in any other customs transaction; and five (5) years for all other taxpayers.
	The income tax and net assets statements, as well as sales tax and withholding income tax statements made by the entity for the years ended December 31, 2005 until December 31, 2010, are pending review by the tax authorities. However, management is certain that in due case the financial statements will remain unaffected.

Provisions:

c. The costs of dismantling and cleaning-up and restoring of the site obtained in concession are accounted as liabilities in the attached financial statements.

Going Concern Assumption:

d. The attached financial statements have been prepared taking into consideration that it will be operating as an On-Going concern. The company has a negative working capital due to the loses obtained in the current and prior years; the management’s plan regarding this condition is as follows:

1. Capitalization of additional contributions of equity in 2014, through its holding company Clavo Rico, Ltd.

19

COMPAÑÍA MINERA CERROS DEL SUR, S.A. DE C.V.

NOTES TO COMBINED THE FINANCIAL STATEMENTS

YEAR ENDED AT DECEMBER 2013 AND 2012

(All amounts in US$ unless otherwise stated)

2.	Maximize the production of minerals to be sold through the acquisition of additional equipment to generate positive net incomes.
3.	Mayan Gold Inc. would be willing to keep subsidizing operating expenditures of its subsidiary company in Honduras as along as needed.
4.	Prepare budget to avoid unnecessary expenses in subsequent years.

The management of the company expects cash flows through 2014, which includes positive net income starting in the first quarter of 2015. The financial statements do not include any accounting adjustment, which could result from this uncertainty.

20

EX-99.2

COMPANIA MINERA CERROS DEL SUR, S.A. DE C.V. AND AFFILIATES

CONDENSED COMBINED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

CONTENTS

	Page
Condensed Combined Statements of Financial Position	2
Condensed Combined Statement of Comprehensive Income	3
Condensed Combined Statement of Cash Flows	4
Notes to the Condensed Combined Financial Statements	5-8

COMPANIA MINERA CERROS DEL SUR, S.A. DE C.V. AND AFFILIATES

COMBINED STATEMENTS OF FINANCIAL POSITION

		9/30/2015			12/31/2014
ASSETS
Current assets
Cash and cash equivalents	$	154,169		$	157,718
Inventories		1,117,653			1,703,883
Accounts receivable		26,783			22,284
Accounts receivable - related companies		24,094			18,983
Total current assets		1,322,699			1,902,868
Non-current assets
Property, plant and equipment - net		2,631,947			2,719,650
Intangible assets-mining rights and concessions		71,290			112,455
Other assets		569,705			95,591
Total non-current assets		3,272,942			2,927,696
Total assets	$	4,595,641		$	4,830,564
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payables	$	197,002		$	367,321
Employee withholdings and payroll taxes		96,194			98,115
Employee benefit obligations		97,791			28,180
Mine reclamation		29,003			33,508
Taxes other than income taxes		15,153			16,366
Total current liabilities		435,143			543,490
Non-current liabilities
Notes payable		5,488,980			5,850,644
Total non-current liabilities		5,488,980			5,850,644
Total liabilities		5,924,123			6,394,134
Shareholders’ deficit
Share capital		1,051,116			1,051,116
Supplementary equity contributions		582,639			582,639
Accumulated deficit		(2,962,237	)		(3,197,325	)
Total shareholders’ deficit		(1,328,482	)		(1,563,570	)
Total liabilities and shareholders’ deficit	$	4,595,641		$	4,830,564

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

2

COMPANIA MINERA CERROS DEL SUR, S.A. DE C.V. AND AFFILIATES

COMBINED STATEMENT OF COMPREHENSIVE INCOME

For the Nine Months Ended September 30, 2015

		9/30/2015
Revenue
Sales of precious metal	$	3,402,179
Other income		12,490
Total revenue		3,414,669
Cost of sales		2,689,825
Gross profit		724,844
Operating expenses
General and administrative expenses		142,921
Depreciation and amortization expenses		340,619
Interest expenses		6,216
Total operating expenses		489,756
Profit before tax		235,088
Income tax expense		-
Net income	$	235,088

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

3

COMPANIA MINERA CERROS DEL SUR, S.A. DE C.V. AND AFFILIATES

COMBINED STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2015

		9/30/2015
Operating Activities
Net income for the year	$	235,088
Adjustments for non-cash expenses
Depreciation and amortization		340,619
Changes in operating assets and liabilities
(Increase) decrease on assets
Inventories		586,230
Accounts receivable		(4,499	)
Accounts receivable - related companies		(5,111	)
Increase (decrease) on liabilities
Accounts payable		(170,319	)
Employee withholdings and payroll taxes		(1,921	)
Taxes other than income taxes		(1,213	)
Mine reclamation obligation		(4,505	)
Employee benefit obligation		69,611
Cash flows provided by operating activities		1,043,980
Investing Activities
Purchases of equipment		(211,751	)
Increase in other assets		(474,114	)
Cash flows used in investing activities		(685,865	)
Financing Activities
Employee benefit obligations paid		-
Repayments on notes payable		(361,664	)
Cash flows used in financing activities		(361,664	)
Net change in cash and cash equivalents		(3,549	)
Cash and cash equivalents at beginning of year		157,718
Cash and cash equivalents at end of year	$	154,169

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

4

COMPANIA MINERA CERROS DEL SUR, S.A. DE C.V. AND AFFILIATES

NOTES TO THE COMBINED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2015

1. HISTORY OF THE ENTITY

History – Compania Minera Cerros del Sur, S.A. de C.V. is a company incorporated in Honduras, Central America. The address of its registered office and principal place of business is El Corpus, Choluteca. Compania Minera Cerros del Sur, S.A. de C.V. Group consists of the Company and its parent Clavo Rico Ltd. (Turks and Caicos Island), Compania Minera Clavo Rico, S.A.; and Cerros del Rio, S.A.. Their principal activities are the exploration and extraction of precious metal gold and silver.

The Company was organized on October 2, 1975 and recorded in the Honduran commerce register under the number 1091-275, as a variable equity – Limited Liability company for an undefined period of time, in accordance with Honduran law.

On August 12, 2004, the Company became a variable equity – Joint-Stock company registered in the Honduran commerce register under the number 98-566. The Company is based in Tegucigalpa and its major activity is the mining, prospecting, exploiting, exploding and commercialization and other related commercial activities. The maximum legal equity as of September 30, 2015 and December 31, 2014 is $1,051,116, which is totally subscribed and paid and divided in common shares of L100.

In April 2009, the board of directors approved a capital increase up to a maximum of $1,500,000. This increase had already been contributed as supplement capital by Mayan Gold, Inc. As of September 30, 2015, this supplement capital contribution has not yet been legally formalized.

2. SUMMARY OF PREPARATION AND ACCOUNTING POLICIES

The main accounting policies adopted by the entity regarding the preparation of the financial statements are described below:

Basis for the preparation of financial statements – The accompanying combined financial statements have been prepared in accordance with the generally accepted accounting principles (U.S. GAAP). The accounting principles comprising the framework are appropriate for the preparation and presentation of entity financial statements, based on the needs of the financial statement users and cost and benefit considerations.

a) Revenue and cost recognition – Incomes from sales of mineral products are recognized when they are billed and delivered to clients. Sales are presented at their net value from discounts and returned sales. Costs and expenses are recognized when they are incurred.

b) Inventories – The inventories of supplies are valued to the average price less than from the average market value. Inventory in-progress and completed products are valued based on the average production cost plus indirect expenses.

c) Property, Plant and Equipment – These assets are valued at their acquisition or construction cost less accumulated depreciation and amortization. Depreciation and amortization is charged so as to allocate the cost of assets less their residual values over the estimated useful lives as follows:

5

	Years
Mining Machinery and Equipment	10
Vehicles	5
Office Equipment and Furniture	10
Buildings	20

If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of an asset, the depreciation of that asset is revised prospectively to reflect the new expectations. Gains and losses arising from the retirement or sale of assets are recognized in profit or loss, as well as repair and maintenance costs when they do not exceed the useful life of the assets.

d) Intangible Assets – Intangible assets – mining rights and concession that is stated at cost less accumulated amortization and any accumulated impairment losses. It is amortized over its estimated life of five years using the straight-line method. If there is an indication that there has been a significant change in amortization rate, useful life or residual value of an intangible asset, the amortization is revised prospectively to reflect the new expectations.

e) Impairment of Assets – At each reporting date, property, plant and equipment of intangible assets, are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset (or group of related assets) is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognized immediately in profit and loss. Similarly, at each reporting date, inventories are assessed for impairment by comparing the carrying amount of each item of inventory (or group of similar items) with its selling price less costs to complete and sell. If an item of inventory (or group of similar items) is impaired, its carrying amount is reduced to selling price less costs to complete and sell, and an impairment loss is recognized immediately in profit and loss. If an impairment loss subsequently reverses, the carrying amount of the asset (of group of related assets) is increased to the revised estimate of its recoverable amount (selling price less costs to complete and sell, in the case of inventories), but not in excess of the amount that would have been determined had no impairment loss been recognized for the asset (or group of related assets) in prior years. A reversal of an impairment loss is recognized immediately in profit and loss.

f) Leases – Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease.

g) Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires the Company management to make some estimates and assumptions that affect the balance of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the income and expenses for the reported years as well. Assets and liabilities are recognized in the financial statements when financial benefits are likely to flow to or from the Company and that the different entries have cost or value, which can be fairly measured. If in the future these estimates and assumptions, which are based on the best knowledge of the management at the date of the financial statements, were modified with respect to the current circumstances, the original estimates and assumptions will be adequately adjusted in the period that such changes happen.

h) Legal Reserve – Represents 5% of the net income of each year up to a maximum of 20% of the paid equity.

6

i) Registration of Foreign Currency Transactions – Foreign currency transactions are recorded at the exchange rate prevailing at the transaction date, with related balances adjusted to the prevailing exchange rate at the closing date. Gains or losses arising from these adjustments are recognized in profit or loss of the current year.

j) Employee Benefits – According to the Honduran Labor Code, Compania Minera Cerros del Sur, S.A. de C.V. is obliged to pay compensation to employees dismissed under certain circumstances. As of September 30, 2015 and December 31, 2014, the employee benefit obligations is $97,791 and $28,180, respectively; disbursements in excess to this amount are considered by the Company as expenses in the period they are incurred.

The Honduran Labor Code was amended by Decree 150-2008, issued by Congress and published in the Official Gazette on November 5, 2008. Such decree establishes an employee’s right to receive a severance payment when, after 15 years or more of continuous work, he or she decides to voluntarily terminate the employment contract and is entitled to receive 35% of the amount that would correspond to the years of service. The entity does not maintain specific reserves to cope with this type of work obligations.

k) Exchange Rate – The accounting records of the Company are maintained in Lempiras, official currency of Honduras. In June 1994, the Cental Bank board liberalized the US$ exchange rate and it is ruled by the offer and demand through the Public Currency Bids (PCB) mechanism. As of September 30, 2015 and December 31, 2014, the exchange rate US$/Lempiras in the Honduran banking system was L 21.983:US$ 1 and L 21.6630:US$ 1, respectively. For the nine months ending September 30, 2015, the average exchange rate US$/Lempiras in the Honduran banking system was L 21.8743:US$1.

l) Related Party Transactions – Shareholders, directors and other entities with whom the entity has shareholders in common are considered as related parties.

m) Financial Instruments – Financial instruments recognized in the financial statements include cash, accounts receivable and accounts payable.

Credit Risk – Financial assets that expose the entity to credit risk consist primarily of cash and bank deposits. All cash and bank despoists are held by banks with high credit quality.

Fluctuation Risk – Bank deposits are subject to foreign currency exchange risks since a portion of such bank deposits are maintained in US Dollars. The Lempira (official currency of Honduras) has experienced steady devaluations against the US dollar since 1990 and cash flows have been affected by fluctuations in the exchange rate.

Fair Value – The fair value of bank deposits, temporary investments and accounts receivable approximate their fair values due to their short term nature.

n) Reclassifications – At the end of the period, some reclassifications of balances were made, which were considered necessary for a more reasonable presentation of the financial statements.

3. CASH AND CASH EQUIVALENTS

Cash and cash equivalents at September 30, 2015 and December 31, 2014 were as follows:

		9/30/2015		12/31/2014
Petty Cash	$	682	$	462
Cash in Banks		153,487		129,462
Other Deposits		-		27,794
	$	154,169	$	157,718

7

4. INVENTORIES

Inventories at September 30, 2015 and December 30, 2014 were as follows:

		9/30/2015		12/31/2014
Metals in Progress	$	1,019,095	$	1,518,496
Mining Supplies		98,558		185,387
	$	1,117,653	$	1,703,883

5. REVENUES

		9/30/2015		12/31/2014
Sales of Precious Metal
Gold	$	3,331,396	$	3,054,721
Silver		70,783		66,104
		3,402,179		3,120,825
Other Income		12,490		27,965
	$	3,414,669	$	3,148,790

8

6. COST OF SALES

Mining operation and geologist cost during the nine months ended September 30, 2015 and year ended December 31, 2014 are detailed as follows:

	9/30/2015		12/31/2014
Payroll Employees	$	695,137	$	308,622
Employee Benefits		82,980		121,717
Lixiviation - Materials		310,456		306,123
Energy		91,288		120,295
Transport		100,971		70,828
Maintenance and y Repairs		103,789		112,806
Rent and Service		620,577		709,289
Other Materials		75,578		38,658
Diesel and Lubricants		74,756		63,696
Other		65,079		37,916
Total		2,220,611		1,889,950
Transfer to Inventories in Process		469,214		94,734
Cost of Sales	$	2,689,825	$	1,984,684

7. GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses during the nine months ended September 30, 2015 and the year ended December 31, 2014 are detailed as follows:

	9/30/2015			12/31/2014
Payroll employees	$	137,473		$	277,367
Employee benefits		55,272			110,498
Legal Fees		21,813			165,435
Materials		4,636			2,288
Rent and services		46,356			34,827
Office supplies		-			4,670
Energy		13,116			3,226
Transport		15,697			47,196
External services (exploitation)		9,289			103,723
Internal tax		-			23,879
Other		(160,731	)		72,158
Total	$	142,921		$	845,267

9

EX-99.3

Clavo Rico, Ltd. and Subsidiaries

Combined Pro Forma Statements of Financial Position

As of September 30, 2015

	Clavo Rico			IMII				Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	154,169		$	29,490			$	-		$	183,659
Inventories		1,117,653			-				-			1,117,653
Accounts receivable		26,783			-				-			26,783
Accounts receivable - related companies		24,094			-				-			24,094
Other current assets		-			71,213				-			71,213
Total current assets		1,322,699			100,703				-			1,423,402
Non-current assets
Property, plant and equipment - net		2,631,947			-				-			2,631,947
Intangible assets-mining rights and concessions		71,290			-				-			71,290
Other assets		569,705			-		1		(151,724	)		417,981
Total non-current assets		3,272,942			-				(151,724	)		3,121,218
Total assets	$	4,595,641		$	100,703			$	(151,724	)	$	4,544,620
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payables	$	197,002		$	72,148			$	-		$	269,150
Employee withholdings and payroll taxes		96,194			-				-			96,194
Employee benefit obligations		97,791			-				-			97,791
Accrued liabilities		-			529,723		1		(151,724	)		377,999
Accrued interst payable		-			55,336		1		3,394,326			3,449,662
Mine reclamation		29,003			-				-			29,003
Taxes other than income taxes		15,153			-				-			15,153
Convertible notes payable, net of debt discount of $75,755		-			186,195				-			186,195
Convertible note payable - related party, net of debt discount of $982		-			731,562				-			731,562
Derivative liabilities		-			729,781				-			729,781
Warrant liabilities		-			107,018				-			107,018
Total current liabilities		435,143			2,411,763				3,242,602			6,089,508
Non-current liabilities
Notes payable		5,488,980			-				-			5,488,980
Total non-current liabilities		5,488,980			-				-			5,488,980
Total liabilities		5,924,123			2,411,763				3,242,602			11,578,488
Shareholders’ equity
Preferred stock, $0.00001 par value; 10,000,000 shares authorized, none issued and outstanding		-			-				-			-
Common stock, $0.00001 par value; 500,000,000 shares authorized, 20,557,683		-			206				2,423			2,629
Additional paid-in capital		-			9,095,099							9,095,099
Share capital		1,051,116			-		2		(1,051,116	)		-
Supplementary equity contributions		582,639			-		2		(582,639	)		-
Retained earnings (loss)		(2,962,237	)		(11,406,365	)	1		(3,394,326	)		(16,131,596	)
							2		1,631,332
Total shareholders’ equity		(1,328,482	)		(2,311,060	)			(3,394,326	)		(7,033,868	)
Total liabilities and shareholders’ equity	$	4,595,641		$	100,703			$	(151,724	)	$	4,544,620

Clavo Rico, Ltd. and Subsidiaries

Combined Pro Forma Statements of Comprehensive Income

For the Nine Months ended September 30, 2015

	Clavo Rico			IMII			Adjustments			Total
Revenue
Sales of precious metal	$	3,402,179		$	-		$	-		$	3,402,179
Other income		12,490			-			-			12,490
Total revenue		3,414,669			-			-			3,414,669
Cost of sales		2,689,825			2,109			-			2,691,934
Gross profit		724,844			(2,109	)		-			722,735
Operating expenses
Exploration costs		-			118,339			-			118,339
General and administrative expenses		423,011			1,654,400			-			2,077,411
Depreciation and amortization expenses		340,619			-			-			340,619
Interest expenses		6,216			1,360,718			3,394,326			4,761,260
Total operating expenses		769,846			3,133,457			3,394,326			7,297,629
Change in derivative liabilities		-			(722,647	)					(722,647	)
Loss on extinguishment of debt		-			15,843						15,843
Impairment charge - mining claim		-			950,160						950,160
Change in foreign currency translation		(280,090	)		-						(280,090	)
Profit before tax		235,088			(3,378,922	)		(3,394,326	)		(6,538,160	)
Income tax expense		-			-			-			-
Profit (loss) for the year	$	235,088		$	(3,378,922	)	$	(3,394,326	)	$	(6,538,160	)

Clavo Rico, Ltd. and Subsidiaries

Combined Pro Forma Statements of Comprehensive Income

For the Year ended December 31, 2014

	Clavo Rico			IMII				Adjustments			Total
Revenue
Sales of precious metal	$	3,120,825		$	-			$	-		$	3,120,825
Other income		27,965			-				-			27,965
Total revenue		3,148,790			-				-			3,148,790
Cost of sales		1,984,684			-				-			1,984,684
Gross profit		1,164,106			-				-			1,164,106
Operating expenses
Exploration costs		-			163,953				-			163,953
General and administrative expenses		845,267			2,030,744				-			2,876,011
Depreciation and amortization expenses		405,287			-				-			405,287
Interest expenses		58,118			1,428,718		2		3,394,326			4,881,162
Total operating expenses		1,308,672			3,623,415				3,394,326			8,326,413
Change in derivative liabilities		-			(195,945	)						(195,945	)
Gain on forgiveness of debt		-			(161,750	)						(161,750	)
Change in foreign currency translation		-			-							-
Profit before tax		(144,566	)		(3,265,720	)			(3,394,326	)		(6,804,612	)
Income tax expense		(15,439	)		-				-			(15,439	)
Profit (loss) for the year	$	(160,005	)	$	(3,265,720	)		$	(3,394,326	)	$	(6,820,051	)