PINX:TRON Toron Inc Quarterly Report 10-Q Filing - 4/30/2012

Effective Date 4/30/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

 

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

April 30, 2012

 

or

[  ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

 

to

 

Commission File Number

333-165539

TORON, INC.

(Exact name of registrant as specified in its charter)

Nevada

 

N/A

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

1000 de La Gauchetiere Street West – 24th Floor, Montreal, Quebec

H3B 4W5

(Address of principal executive offices)

(Zip Code)

(514) 448-1508

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]

YES

[  ]

NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

 

[X]

YES

[  ]

NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

(Do not check if a smaller reporting company)

Smaller reporting company

[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

 

[  ]

YES

[X]

NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.     

 

[  ]

YES

[  ]

NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

201,290,000 common shares issued and outstanding as of June 13, 2012.

                                         

 

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

3

Item 1. Financial Statements

3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

5

Item 3. Quantitative and Qualitative Disclosures About Market Risk

11

Item 4. Controls and Procedures

11

PART II – OTHER INFORMATION

12

Item 1. Legal Proceedings

12

Item 1A. Risk Factors

12

Item 2. Unregistered Sales of Equity Securities

12

Item 3. Defaults Upon Senior Securities

12

Item 4. Mine Safety Disclosures

12

Item 5. Other Information

12

Item 6. Exhibits

12

SIGNATURES

13

 

 

 

 

 

 

 

2


 

PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements

Our unaudited consolidated interim financial statements for the three month period ended April 30, 2012 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

 

 

 

 

 

 

 

 

 

 

 

 

 

3


 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2012

(UNAUDITED)

                                                                                                                                                                                                     Index

Consolidated Balance Sheets................................................................................................................................................... F–1

 

Consolidated Statements of Operations................................................................................................................................. F–2

 

Consolidated Statements of Cash Flows................................................................................................................................ F–3

 

Notes to the Consolidated Financial Statements.................................................................................................................. F–4

 

 

 

 

 

 

 

 

 

 

 

4

 


 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

 

 

 

 

(Unaudited)

April 30,

2012

January 31,

2012

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

$        3,990

$           490

 

 

 

Total Assets

$        3,990

$           490

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

$      26,699

$      21,764

Advances (refer to Note 4)

222,625

125,000

Due to related parties (refer to Note 5)

24,034

29,034

 

 

 

Total Liabilities

273,358

175,798

 

 

 

Commitments

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

Common stock, 250,000,000 shares authorized, $0.001 par value;

201,290,000 and 187,790,000 shares issued and outstanding at April 30, 2012 and January 31, 2012, respectively

201,290

187,790

 

 

 

Additional paid-in capital

1,419,860

54,610

 

 

 

Deficit accumulated during the development stage

(53,843)

(53,843)

 

 

 

Deficit accumulated during the exploration stage

(1,836,675)

(363,865)

 

 

 

Total Stockholders’ Deficit

(269,368)

(175,308)

 

 

 

Total Liabilities and Stockholders’ Deficit

$        3,990

$           490

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

F-2


 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

For the three months ended

April 30,

From January 3,

2008 (Inception) to

 

 

 

2012

2011

April 30, 2012

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

 

 

$            20,400

$                      –

$                 57,577

Professional fees

 

 

9,401

43,964

Transfer agent and filing fees

 

 

3,355

6,015

General and administrative

 

 

639

2,845

Foreign currency gain

 

 

265

724

Impairment loss on mineral properties

 

 

1,438,750

1,725,550

 

 

 

 

 

 

Total Operating Expenses

 

 

1,472,810

1,836,675

 

 

 

 

 

 

Loss From Continuing Operations

 

 

$       (1,472,810)

$                      –

$           (1,836,675)

 

 

 

 

 

 

Loss from Discontinued Operations

 

 

(10,469)

(53,843)

 

 

 

 

 

 

Net Loss

 

 

(1,472,810)

(10,469)

(1,890,518)

 

 

 

 

 

 

Net Loss Per Share

 

 

 

 

 

Continuing Operations

 

 

$               (0.01)

$                 (0.00)

 

Discontinued Operations

 

 

$               (0.00)

$                 (0.00)

 

Net Loss Per Share – Basic and Diluted

 

 

$               (0.01)

$                 (0.00)

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

– Basic and Diluted

 

 

194,329,000

5,630,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

F-3


 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 

 

 

For the three months ended

April 30,

From January 3,

2008 (Inception) to

 

2012

2011

January 31, 2012

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

Net loss

$                     (1,472,810)

$                       (10,469)

$                 (1,890,518)

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

Impairment loss on intangible asset, related to discontinued operations

6,000

Impairment loss on mineral properties

1,438,750

1,725,550

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

Accounts payable and accrued liabilities

4,935

26,699

 

 

 

 

Net Cash Used in Operating Activities

(29,125)

(10,469)

(132,269)

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Payments to acquire mineral properties

(60,000)

 

(160,000)

Acquisition of intangible asset

(6,000)

 

 

 

 

Net Cash Used in Investing Activities

(60,000)

(166,000)

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds from advances

97,625

222,625

Due to related parties

(5,000)

24,034

Proceeds from the issuance of common stock, related to discontinued operations

55,600

 

 

 

 

Net Cash Provided by Financing Activities

92,625

302,259

 

 

 

 

(Decrease) Increase in Cash

3,500

(10,469)

3,990

 

 

 

 

Cash - Beginning of Period

490

36,400

 

 

 

 

Cash - End of Period

$                           3,990

$                        25,931

$                         3,990

 

 

 

 

Supplemental Information:

 

 

 

 

 

Interest paid

$                                   –

$                                 –

$                                –

Income taxes paid

$                                   –

$                                 –

$                                –

 

 

 

 

Supplemental disclosure of noncash investing and financing activities:

 

 

 

 

Common stock issued for mineral properties

$                      1,378,750

$                                   –

$                   1,565,550

 

 

 

 

 

 

 

 

 

 

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

F-4

 

  


 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 30, 201

(Unaudited)

 

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Toron Inc. (the "Company") was incorporated in the State of Nevada on January 3, 2008. The Company was originally organized to develop and operate a web based resale business for domain names. On September 15, 2011, the Company incorporated its wholly-owned subsidiary, Toron Resources Inc. As a result, as of September 15, 2011 the Company is now engaged in the acquisition and exploration of mineral properties, and is in the Exploration Stage.

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is an exploration stage company. Refer to Note for factors affecting the Company’s ability to continue as a going concern.

The balance sheet as of April 30, 2012 and the statements of operations and cash flows for the periods presented have been prepared by the Company and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for all periods presented have been made.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

These consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is January 31. The consolidated financial statements include the accounts of Toron Inc. and its 100% owned subsidiary, Toron Resources Inc. All significant intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Long-Lived Assets

In accordance with ASC 360, Property, Plant, and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

 

 

 

 

 

 

F-5


 

 

 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 30, 201

(Unaudited)

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Asset Retirement Obligations

The Company follows the provisions of ASC 410 – 20, Asset Retirement Obligations which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As at April 30, 2012, the Company does not have any asset retirement obligations.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Mineral property acquisition and exploration costs

The cost of acquiring mineral properties or claims is initially capitalized and then tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Mineral exploration costs are expensed as incurred.

Comprehensive Income

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive income and its components in the financial statements. During the three months ended April  30, 201 and 2011, the Company had no items that represent other comprehensive income.

Foreign Currency Translation

The Company’s functional and reporting currency is the US dollar as substantially all of the Company’s operations are in United States.

Assets and liabilities that are denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the period.  Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income statement account in Stockholder’s Equity, if applicable.  

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date.  If applicable, exchange gains and losses are included in general and administrative expense on the Statement of Operations.

Basic and Diluted Loss Per Share

The Company computes basic loss per share by dividing the net loss by the weighted average common shares outstanding during the period. There are no potential common shares; accordingly, diluted and basic loss per share amounts are the same.

Fair Value of Financial Instruments

The Company’s financial instruments consists of cash, accounts payable and accrued liabilities, bank overdraft, loans payable, and related party payable. Due to the short maturities of these financial instruments, their fair value approximates their carrying value.  

Stock-based Compensation

In accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, the Company accounts for share-based payments using the fair value method. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable.

 

 

 

 

 

F-6


 

 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 30, 201

(Unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

Deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. The Company has cumulative net operating losses of $1,890,518  as of April  30, 2012, with an approximate deferred tax asset of $662,000  which has been fully offset by a valuation allowance. These net operating losses begin to expire in 2028.

Recent Authoritative Pronouncements

The Company does not expect that the adoption of any recent accounting standards to have a material impact on its financial statements.

NOTE 3 – STOCKHOLDERS’ EQUITY

On February 29, 2012, the Company issued 8,500,000 shares of common stock at a fair value of $0.1005  per common share pursuant to the mining property acquisition agreement referred to in Note 6(b)

On April 16, 2012, the Company issued 5,000,000 shares of common stock at a fair value of $0.1049 per common share  pursuant to the  mining property acquisition agreement referred  to in Note 6(c).  

NOTE ADVANCES 

 

April 30,

2012

$

January 31,

2012

$

 

 

 

Quarry Bay, unsecured, non-interest bearing and due on demand

107,625

75,000

Madison Capital, unsecured, non-interest bearing and due on demand

115,000

50,000

 

 

 

Total advances

222,625

125,000

NOTE – RELATED PARTY TRANSACTIONS

As at April 30, 2012, the Company was indebted to the President of the Company in the amount of $10,000 (January 31, 2012 - $20,000) for consulting fees and $3,234 (January 31, 2012 - $3,634) for an advance of working capital and expenses paid on behalf of the Company.  The amounts are unsecured, non-interest bearing and due on demand.

As at April 30, 2012, the Company was indebted to a director of the Company in the amount of $10,800 (January 31, 2012 - $5,400) for consulting fees.  The amounts are unsecured, non-interest bearing and due on demand.

 

 

F-7


 

 

 

TORON, INC. AND SUBSIDIARY

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 30, 201

(Unaudited)

NOTE – MINERAL PROPERTIES

a)       Effective August 23, 2011, the Company entered into a mining property acquisition agreement (the "Acquisition Agreement) whereby the Company has agreed to acquire an undivided 100% interest in and to an aggregate of 62 mineral claims located in the Province of Quebec, Canada (the “Claims”).  Pursuant to the Acquisition Agreement, the Company agreed to pay $100,000 and issue an aggregate of 2,000,000 shares of common stock as follows:

i.         Deposit: a non-refundable deposit of $5,000 to be paid to the Vendor upon signing of the Acquisition Agreement; (paid).

ii.        Stage 1: in consideration of the 22 claims constituting “Block 1” (as defined in the Acquisition Agreement) the Company shall issue 700,000 shares of common stock and pay $35,000 on or before September 30, 2011;  (these shares were issued and money paid on September 30, 2011).

iii.      Stage 2: in consideration of the 20 claims constituting “Block 2” (as defined in the Acquisition Agreement) the Company shall issue 700,000 shares of common stock and $35,000 within 45 days following the completion of Stage 1; (these shares were issued and money paid on November 14, 2011).

iv.      Stage 3: in consideration of the 20 claims constituting “Block 3” (as defined in the Acquisition Agreement”) the Company shall issue 600,000 shares of common stock and $25,000 in within 45 days following the completion of Stage 2; (these shares were issued and money paid on December 29, 2011).

The Claims shall be subject to a 2% net smelter royalty payable to the Vendor of which 1% may be purchased back from the Vendor in consideration of $500,000.

On January 31, 2012, the Company determined the acquisition costs for these mineral properties were impaired and recorded a related impairment loss in the statement of operations of $231,600. 

b)       Effective January 25, 2012, the Company entered into a mining property acquisition agreement (the "Acquisition Agreement) whereby the Company has agreed to acquire an undivided 100% interest in and to an aggregate of 193  mineral claims located in the Province of Quebec, Canada (the “Claims”).  Pursuant to the Acquisition Agreement, the Company agreed to pay $40,000  and issue an aggregate of 8,500,000 shares of common stock as follows:

i.         Stage 1: The Company shall pay $15,000 on or before January 31, 2012 (paid on January 31, 2012)

ii.        Stage 2: The Company shall issue 8,500,000 shares and pay $25,000 on or before February 29, 2012 (these shares were issued and money paid on February 29, 2012).

The Claims shall be subject to a 2% net smelter royalty payable to the Vendor

On April 30, 2012, the Company determined the acquisition costs for these mineral properties were impaired and recorded a related impairment loss in the statement of operations of $894,250

c)       Effective  February 6, 2012, the Company entered into a mining property acquisition agreement (the "Acquisition Agreement”) whereby the Company has agreed to acquire an undivided 100% interest in and to an aggregate of 140 mineral claims located in the Province of Quebec, Canada (the “Claims”). The Claims are subject to a 2% net smelter royalty payable to the Vendor. Pursuant to the agreement, the Company agreed to pay $20,000 and issue 5,000,000 shares of common stock on or before April 16, 2012. (these shares were issued and money paid on April 16, 2012)

On April 30, 2012, the Company determined the acquisition costs for these mineral properties were impaired and recorded a related impairment loss in the statement of operations of $544,500

 

 

F-8


 

 

 

TORON, INC. AND SUBSIDIARY
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
April 30, 201
(Unaudited)

NOTE 7 – GOING CONCERN

These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As of April 30, 201 the Company had incurred accumulated losses since inception of $1,890,518. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required, and ultimately to establish profitable operations.

Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans.

NOTE – DISCONTINUED OPERATIONS

Upon entering into the Acquisition Agreement described in Note 6(a), the Company change its operations. All operations prior to the acquisition have been classified as discontinued operations. Cash flows from discontinued operations were not material and were combined with cash flows from continuing operations within the consolidated statement of cash flows categories.

The results of discontinued operations are summarized as follows:

 

 

Three months ended

April 30,

From January 3,

2008 (Inception) to

 

 

 

2012

2011

April 30, 2012

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

10,469

47,843

Impairment loss on intangible asset

 

 

6,000

 

 

 

 

 

 

Total Operating Expenses

 

 

10,469

53,843

 

 

 

 

 

 

Net Loss from Discontinued Operations

 

 

(10,469)

(53,843)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-9


 

Item 2.       Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” refer to Toron Inc., a Nevada corporation, and our wholly-owned subsidiary, Toron Resources Inc., a Canadian federally incorporated company, unless otherwise indicated.

Corporate Overview

We were originally organized under the laws of the State of Nevada, on January 3, 2008.  From our inception, we were engaged in the, marketing, sales and re-sales via the Internet of web domain names or URL’s under the website www.manageyoururl.com. Recently, our management decided to redirect our business focus towards identifying and pursuing options regarding the acquisition of mineral exploration properties.  We have one subsidiary, Toron Resources Inc., a Canadian federally incorporated company.  Our fiscal year end is January 31, our address is 1000 de La Gauchetiere Street West – 24th Floor, Montreal, Quebec, H3B 4W5, and our phone number is 514-448-1508. 

Our Current Business

On August 23, 2011, we entered into a property acquisition agreement with Stephan Leblanc and Glenn Griesbach, whereby we have agreed to acquire an undivided 100% interest in and to an aggregate of 62 mineral claims (Blocks 1, 2 and 3) located in the Province of Quebec, Canada (the “Tiblemont Claims”).  The entire area known as the Tiblemont Claims is subdivided into four Blocks and 102 total claims.  We have not entered into any agreements for Block 4.

From January 3, 2008 through to the date of the acquisition of the Block 1 claims discussed below, we were a designated shell company with minimal operations.  On August 23, 2011, we entered into the acquisition agreement and as a result of the transfer of title to the Block 1 claims to our wholly owned subsidiary, we began operations in the acquisition of mineral exploration properties.  We are no longer designated as a shell company.

 

 

5


 

On September 12, 2011, our board of directors approved a forward stock split of our common stock by way of a stock dividend on a 32 (new) common shares for 1 (old) common share basis. The pay-out date was September 29, 2011.

Upon completion of the stock split, our issued and outstanding shares increased from 5,630,000 shares of common stock to 185,790,000 shares of common stock with a par value of $0.001.

Tiblemont Claims

On August 23, 2011, we entered into an acquisition agreement with Leblanc and Griesbach whereby we agreed to acquire an undivided 100% interest in and to the Tiblemont Claims.

Pursuant to the acquisition agreement, we have agreed to pay to the vendor, in consideration of an undivided 100% interest in and to the Tiblemont Claims, an aggregate of 2,000,000 post-split common shares of our common stock at $0.10 per share and $100,000 in cash consideration to be paid in four installments as follows:

i.         Deposit: a non-refundable deposit of $5,000 to paid to the Leblanc and Griesbach upon signing of the acquisition agreement (paid);

 

ii.        Stage 1: in consideration of the 22 claims constituting “Block 1” we shall issue 700,000 shares of our common stock and $35,000 cash consideration on or before September 30, 2011 (these shares were issued and money paid on September 30, 2011); 

 

iii.      Stage 2: in consideration of the 20 claims constituting “Block 2” we shall pay 700,000 shares of our common stock and $35,000 cash consideration within 45 days following the completion of Stage 1 (these shares were issued and money paid on November 14, 2011)

 

iv.      Stage 3: in consideration of the 20 claims constituting “Block 3” we shall issue 600,000 shares of our common stock and $25,000 in cash consideration within 45 days following the completion of Stage 2 (these shares were issued and money paid on December 29, 2011).

The Tiblemont Claims shall be subject to a 2% net smelter royalty payable to the Leblanc and Griesbach of which 1% may be purchased back from the Leblanc and Griesbach in consideration of $500,000.  We have completed our acquisition of the Tiblemont Claims.

193 Quebec Claims

Effective January 25, 2012, we entered into a mineral property acquisition agreement with Glenn Griesbach and 9248-7792 Quebec Inc. whereby we have agreed to acquire from Griesbach and 9248-7792 Quebec an undivided 100% interest in and to an aggregate of 193 mineral claims located in the Province of Quebec, Canada (“193 Quebec Claims”).

Pursuant to the terms of the acquisition agreement, we have agreed to pay to Griesbach and 9248-7792 Quebec, in consideration of an undivided 100% interest in and to the 193 Quebec Claims, an aggregate of 8,500,000 shares of our common stock and $40,000 in cash consideration paid in 2 installments as follows:

i.         $15,000 payable on or before January 31, 2012 and (paid);

 

ii.        an aggregate of 8,500,000 shares of our common stock issued to Griesbach and 9248-7792 Quebec and $25,000 delivered and received pro rata to Griesbach and 9248-7792 Quebec (issued and paid subsequently).

Griesbach and 9248-7792 Quebec have agreed to transfer the 193 Quebec Claims, five days after receiving the full and final payment.  Our company will be responsible for all costs and administrative actions required to renew any of the 193 Quebec Claims indentified in the acquisition agreement.

 

6


 

On February 29, 2012, we completed our obligations under the acquisition agreement by issuing an aggregate of 8,500,000 shares of our common stock and paying $40,000.  Through the transfer of this consideration we closed the acquisition of the 193 Quebec Claims. 

The 193 Quebec Claims are located in the southern-east part of the Abitibi Greenstone Belt of the Canadian Shield's Superior Province, approximately 40 km northeast of the mining centre of Val D'Or, Quebec. The property is located mainly in Tiblemont and Senneterre townships, with some claims in Courville and Pascalis townships.

140 Quebec Claims

Effective February 6, 2012, we entered into a mineral property acquisition agreement with Glenn Griesbach and 9248-7792 Quebec, whereby our company has agreed to acquire from Griesbach and 9248-7792 Quebec an undivided 100% interest in and to an aggregate of 140 mineral claims located in the Province of Quebec, Canada (the “140 Quebec Claims”).

Pursuant to the terms of the acquisition agreement, we have agreed to pay to Griesbach and 9248-7792 Quebec, in consideration of an undivided 100% interest in and to the 140 Quebec Claims, an aggregate of 5,000,000 shares of our common stock and $20,000 in cash consideration, with the issuance and payment. Griesbach and 9248-7792 Quebec shall jointly retain a 2% net smelter royalty on the 140 Quebec Claims

Griesbach and 9248-7792 Quebec have agreed to transfer the 140 Quebec Claims, five days after receiving the full and final payment.  Our company will be responsible for all costs and administrative actions required to renew any of the 140 Quebec Claims indentified in the acquisition agreement. 

On April 16, 2012, we completed our obligations under the acquisition agreement by issuing an aggregate of 5,000,000 shares of our common stock and paying $20,000.  Through the transfer of this consideration, we closed the acquisition of the 140 Quebec Claims. 

The property is made up of 140 mineral claims.  The property is located approximately 40 kilometers north east of Val Dor in the province of Quebec in Canada.  The 140 Quebec Claims cover an area of 19,563 acres and are in a region that has seen extensive exploration work over the last 80 years.  These claims are also very close and adjacent to the existing 255 claims that our company already owns.

Results of Operations for the Three Months Ended April 30, 2012 and 2011

The following summary of our results of operations should be read in conjunction with our unaudited interim consolidated financial statements for the quarter ended April 30, 2012 which are included herein.

We have not generated any revenue since inception and are dependent upon obtaining financing to pursue our business activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Our operating results for the three month periods ended April 30, 2012 and 2011 and from January 3, 2008 (date of inception) to April 30, 2012 are summarized as follows:

 

7


 

 

 

 

 

Three Month

Period Ended

April 30,

 

 

 

For the Period From

January 3,

2008

(Inception)

through

April 30,

 

 

2012

 

 

2011

 

 

2012

Revenue

$

Nil

 

$

Nil

 

$

Nil

Operating Expenses

$

1,472,810

 

$

Nil

 

$

1,836,675

Loss from Discontinued Operations

$

Nil

 

$

(10,469)

 

$

(53,843)

Net Loss

$

(1,472,810)

 

$

(10,469)

$

(1,890,518)

Our expenses increased during the three month period ended April 30, 2012 compared to the same period in 2011 primarily as a result of impairment loss on mineral properties.

Revenues

We have had no operating revenues since our inception on January 3, 2008 through to April 30, 2012. Our activities have been financed from the proceeds of share subscriptions. From our inception, on January 3, 2008 to April 30, 2012 we have raised a total of $55,600 from private offerings of our common stock. For the period from January 3, 2008 (inception) to April 30, 2012 we incurred total expenses of $1,836,675.

Expenses

Our expenses for the three months ended April 30, 2012 and 2011 and for the period from January 3, 2008 (inception) through April 30, 2012 are outlined in the table below:

 

 

 

 

Three Month

Period Ended  

April 30,  

 

 

2012

 

 

2011

Consulting fees

$

20,400

 

$

Nil

Professional fees

$

9,401

 

$

Nil

Transfer agent and filing fees

$

3,355

 

$

Nil

General and administrative

$

639

 

$

Nil

Foreign currency gain

$

265

 

$

Nil

Impairment loss on mineral properties

$

1,438,750

 

$

Nil

Our expenses increased during the three month period ended April 30, 2012 compared to the same period in 2011 primarily as a result of increases in consulting fees, professional fees, transfer agent and filing fees, general and administrative expenses and acquisition costs in connection with our ongoing development efforts.

Liquidity and Financial Condition

Working Capital

Working Capital  

 

 

 

 

 

 

 

 

At

April 30,

2012

 

 

 

 

 

 

 

 

 

At

January 31,

2012

Current Assets

$

3,990

 

$

490

Current Liabilities

$

273,358

 

$

175,798

Working Capital (Deficit)

$

(269,368)

$

(175,308)

 

 

 

8


 

Cash Flows  

 

 

 

 

 

 

 

Three Months

Ended

April 30,

2012

 

 

 

 

 

 

 

 

Three Months

Ended

April 30,

2011

Net Cash used in Operating Activities

$

(29,125)

 

$

(10,469)

Net Cash used in Investing Activities

$

(60,000)

 

$

Nil

Net Cash Provided by Financing Activities

$

92,625

 

$

Nil

Increase (Decrease) in Cash During the Period  

$

3,500

 

$

(10,469)

 

The decrease in our working capital at April 30, 2012 from the period ended April 30, 2011 is reflective of the current state of our business development, primarily due to increases in consulting fees, professional fees, transfer agent and filing fees, general and administrative expenses and the increase in operating expenses associated with acquisition costs in connection with our ongoing development efforts.

As of April 30, 2012, our total assets were $3,990 and our total liabilities were $273,358 and we had a working capital deficit of $269,368. Our unaudited financial statements report a net loss of $1,472,810 for the three months ended April 30, 2012 compared to a net loss of $10,469 for the same period in 2011. We incurred and a net loss of $1,890,518 for the period from January 3, 2008 (inception) to April 30, 2012.

As of, April 30, 2012, we had cash on hand of $3,990. Since our inception, we have used our common stock to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our auditors stated in their report to our audited financial statements for the year ended January 31, 2012, that there is substantial doubt that we will be able to continue as a going concern.

Plan of Operation

You should read the following discussion of our financial condition and results of operations together with our unaudited financial statements and the notes thereto included elsewhere in this filing.  Our unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements.

Since we entered into the acquisition agreement, we have changed our plan of operations to focus on the exploration of our claims around Tiblemont, Quebec, Canada.

Anticipated Cash Requirements

We will require additional funds to fund our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.

Specifically, we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:  

 
 
 
9

 

 

 

Estimated Expenses  

Description  

 

($)  

General and administrative overhead

 

90,000

Management and Consulting

 

100,000

Legal

 

40,000

Accounting

 

20,000

Exploration on mining claims

 

500,000

Total

 

750,000

 

We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements. We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

Going Concern

The interim consolidated financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of April 30, 2012, our company has accumulated losses of $1,890,581 since inception. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. These interim consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern.

Our interim consolidated financial statements contain additional note disclosures describing the circumstances related to the uncertainty of our ability to continue as a going concern.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

Our future is dependent upon our ability to obtain financing and upon future profitable operations. We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing for to fund our planned business activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

 

10


 

Critical Accounting Policies  

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.  These estimates and assumptions are affected by management’s application of accounting policies.  We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Mineral Property Acquisition and Exploration Costs

The cost of acquiring mineral properties or claims is initially capitalized and then tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Mineral exploration costs are expensed as incurred.

Basic and Diluted Loss Per Share

Our company computes basic loss per share by dividing the net loss by the weighted average common shares outstanding during the period. There are no potential common shares; accordingly, diluted and basic loss per share amounts are the same.

Item 3.       Quantitative and Qualitative Disclosures About Market Risk

As a “small reporting company”, we are not required to provide the information required by this Item.

Item 4.       Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the quarter covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

11


 

PART II – OTHER INFORMATION

Item 1.       Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.    Risk Factors

As a “small reporting company”, we are not required to provide the information required by this Item.

Item 2.       Unregistered Sales of Equity Securities

None.

Item 3.       Defaults Upon Senior Securities

None.

Item 4.       Mine Safety Disclosures

Not applicable.

Item 5.       Other Information

None.

Item 6.       Exhibits

Exhibit Number 

Description  

(3)  

Articles of Incorporation and Bylaws  

3.1

Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on March 18, 2010)

3.2

Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on March 18, 2010)

3.3

Certificate of Amendment filed September 16, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 21, 2011)

(10)  

Material Contracts  

10.1

Mining Property Acquisition Agreement between our company and Stephane LeBlanc and Glenn Griesbach dated August 23, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 31, 2011)

10.2

Mineral Property Acquisition Agreement between our company and Glenn Griesbach and 9248-7792 Quebec Inc. dated January 25, 2012 (incorporated by reference to our Current Report on Form 8-K filed on January 26, 2012)

10.3

Mineral Property Acquisition Agreement between our company and Glenn Griesbach and 9248-7792 Quebec Inc. dated February 6, 2012 (incorporated by reference to our Current Report on Form 8-K filed on February 6, 2012)

10.4

Mineral Property Acquisition Agreement between our company and Glenn Griesbach and 9248-7792 Quebec Inc. dated February 6, 2012 (incorporated by reference to our Current Report on Form 8-K filed on February 6, 2012)

(14)  

Code of Ethics  

14.1

Code of Ethics (incorporated by reference to our Annual Report on Form 10-KSB filed on May 9, 2008)

(21)

Subsidiaries of the Company

21.1

Toron Resources Inc. a wholly owned, federally incorporated, Canadian company,

(31)

Rule 13a-14(a) / 15d-14(a) Certifications

31.1*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

(32)

Section 1350 Certifications

32.1*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

101**

Interactive Data File

101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

*      Filed herewith.

**   Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

 
12

 

 

SIGNATURES

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

 

TORON, INC.

 

(Registrant)

 

 

 

 

Dated: June 13, 2012

/s/ Michael Whitehead

 

Michael Whitehead  

 

President, Chief Executive Officer, Chief Financial Officer and Director

 

(Principal Executive Officer, Principal Financial

 

Officer and Principal Accounting Officer)

 

 

 

 

13

 


 

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