Attached files

file filename
EX-32.1 - SECTION 906 CERTIFICATION - Unifunds Ltdexhibit32-1.htm
EX-31.1 - SECTION 302 CERTIFICATION - Unifunds Ltdexhibit31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

[x]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2010

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 000-52010

INTERVIA INC.
(Exact name of small business issuer as specified in its charter)

Nevada N/A
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

3702 South Virginia Street, Suite G12-401, Reno, NV 89502
(Address of principal executive offices)

202.470.4608
(Issuer’s telephone number)

Not Applicable
(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.
[ ] YES [ X ] 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
[ X ] YES [ ] 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

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).
[ ] 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.
3,500,000 common shares issued and outstanding as of December 17, 2010.


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

2


INTERVIA INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

October 31, 2010

(Unaudited)

3



INTERVIA INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)

    October 31     January 31,  
    2010     2010  
             
ASSETS    
             
CURRENT ASSETS            
   Cash $  54,160   $  -  
             
    54,160     -  
             
RESOURCE PROPERTY (Note 2)   25,000     -  
             
  $  79,160   $  -  
             
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT   
             
CURRENT LIABILITIES            
   Accounts payable and accrued liabilities $  18,595   $  27,632  
   Due to related party   174,489     74,529  
             
    193,084     102,161  
             
             
STOCKHOLDERS’ DEFICIT            
Capital stock
     Authorized
           75,000,000 common shares, $0.001 par value,
     Issued and outstanding 
           3,500,000 common shares (January 31, 2010 – 3,500,000)
 



3,500
   



3,500
 
Additional paid in capital   71,000     71,000  
Deficit accumulated during the development stage   (188,424 )   (176,661 )
             
    (113,924 )   (102,161 )
             
  $  79,160   $  -  

The accompanying notes are an integral part of these financial statements

4



INTERVIA INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)

                            Cumulative  
                            from  
    Three     Three     Nine     Nine     February 2,  
    months     months     months     months     2005  
    ended     ended     ended     ended     (Inception) to  
    October 31,     October 31,     October 31,     October 31,     October 31,  
    2010     2009     2010     2009     2010  
                               
Expenses                              
   Donated service $  -   $  -   $  -   $  -   $  4,500  
   Office expenses   -     -     -     -     2,906  
   Professional fees   6,691     1,571     11,106     9,927     177,395  
   Transfer and filing fees   1,110     -     1,110     357     4,075  
   Foreign exchange gain   (453 )   -     (453 )   -     (453 )
                               
Net loss $  7,348   $  1,571   $  11,763   $  10,284   $  188,423  
                               
Basic and diluted loss per share $  (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 )      
                               
Weighted average number of shares outstanding   3,500,000     3,500,000     3,500,000     3,500,000        

The accompanying notes are an integral part of these financial statements

5



INTERVIA INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Stated in US Dollars)
(Unaudited)

                Cumulative    
                from  
                February 2,    
                2005  
    Nine months     Nine months     (Inception)    
    ended     ended     to  
    October 31,     October 31,     October 31,    
    2010     2009     2010  
                   
Operating Activities                  
   Net loss $  (11,763 ) $   (10,284 ) $  (188,424 )
   Item not requiring use of cash                  
         Donated capital   -     -     4,500  
                   
   Adjustments to reconcile net loss to net cash used by operating activities:              
         Increase (decrease) in accounts payable and accrued liabilities   (9,037 )   3,925     18,595  
                   
Net cash used in operating activities   (20,800 )   (6,359 )   (165,329 )
                   
Financing Activities                  
   Due to related party   99,960     6,359     174,489  
   Issuance of common shares   -     -     70,000  
                   
Net cash provided by financing activities   99,960     6,359     244,489  
                   
Investing Activity                  
   Acquisition of resource property   (25,000 )   -     (25,000 )
                   
Net cash used in investing activity   (25,000 )   -     (25,000 )
                   
Change in cash   54,160     -     54,160  
                   
Cash, beginning   -     -     -  
                   
Cash, ending $  54,160   $  -   $  54,160  
                   
                   
Supplemental cash flow information                  
                   
     Cash paid for interest $  -   $  -   $  -  
                   
     Cash paid for income taxes $  -   $  -   $  -  

The accompanying note is an integral part of these financial statements

6



INTERVIA INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31,2010
(Unaudited)

1.

BASIS OF PRESENTATION

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended January 31, 2010 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended October 31, 2010 are not necessarily indicative of the results that may be expected for the year ending January 31, 2011.

Management has evaluated events occurring between the end of the fiscal quarter, October 31, 2010 to the date when the financial statements were issued.

2.

RESOURCE PROPERTY

Proteus Property

On July 15, 2010, the Company entered into an Option Agreement to purchase a 100% interest in certain claims comprising Proteus Property, located near Cobalt, Ontario.

To complete the option, the agreement requires the Company to make the following payments and incur the following amounts on exploration and development:

  a)

$25,000 upon the execution of the agreement (paid);

     
  b)

an additional $25,000 cash and incur $75,000 in exploration expenditures by July 15, 2011;

     
  c)

an additional $25,000 cash and incur an additional $100,000 in exploration expenditures by July 15, 2012; and

     
  d)

incur an additional $150,000 in exploration expenditures by July 15, 2013.

The property is subject to a 2% Net Smelter Royalty, which the Company has the right to purchase in 25% increments for $500,000, on or before 12 months from the date of production.

7


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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 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.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “Intervia” mean Intervia Inc., unless otherwise indicated. We have no subsidiaries.

Corporate Overview

We were incorporated in the State of Nevada on February 2, 2005. Our original business plan was to develop fuel cell technology and produce fuel cells in China for indoor forklifts, scooters, underwater equipment (eg. shallow underwater sightseeing submarines) that require a small size, longevity of use and silent operation. During fiscal 2009 we suspended the development of our products and business plan until we were able raise sufficient additional financing.

As of the date hereof, we have not been successful in our development of fuel cell technology and production of fuel cells. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately.

8


On October 15, 2010, we entered into an Option Agreement to purchase a 100% interest in the Proteus Property. The Proteus Property is located near Cobalt, Ontario and consists of three mineral claims comprising nine units.

The agreement requires our company to make the following payments and incur the following amounts on exploration and development:

  a)

$25,000 cash upon the execution of the agreement (paid);

     
  b)

an additional $25,000 cash and incur $75,000 in exploration expenditures by July 15, 2011;

     
  c)

an additional $25,000 cash and incur an additional $100,000 in exploration expenditures by July 15, 2012; and

     
  d)

incur an additional $150,000 in exploration expenditures by July 15, 2013.

The property is subject to a 2% Net Smelter Royalty, which our company has the right to purchase in 25% increments for $500,000, on or before 12 months from the date of entering into production.

With the entering into of the Option Agreement, we changed our business and are now a mineral exploration company with a focus on the Proteus Property. We expect to develop an exploration program for our Proteus Property for Spring 2011.

Employees

Our directors and officers act as employees of our company

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months.

9


Personnel Plan

We do not anticipate any significant changes in the number of employees during the next 12 months.

Plan of Operation

You should read the following discussion of our financial condition and results of operations together with our reviewed but unaudited financial statements and the notes to those reviewed but unaudited financial statements included elsewhere in this filing 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.

Anticipated Cash Requirements

For the next 12 months we plan to expend a total of approximately $ 40,000 in searching for and acquiring a suitable business:

Expense   Cost  
General and administrative expenses $  nil  
Management and administrative costs $  nil  
Legal Fees $  20,000  
Auditor Fees $  20,000  
  $  40,000  

Results of Operations

Three months ended October 31, 2010 compared to three months ended October 31, 2009.

    Three months     Three months  
    ended     ended  
    October 31, 2010     October 31, 2009  
Revenue $  Nil   $  Nil  
Operating Expenses $  7,348   $  1,571  
Net Income (Loss) $  (7,348 ) $  (1,571 )

Expenses

Our operating expenses for the three month periods ended October 31, 2010 and October 31, 2009 are outlined in the table below:

    Three months     Three months  
    ended     ended  
    October 31, 2010     October 31, 2009  
Professional fees $  6,691   $  1,571  
Transfer and filing fees $  1,110   $  Nil  
Foreign exchange (gain) $  (453 ) $  Nil  

Operating expenses for the three months ended October 31, 2010 increased by 368% as compared to the comparative period in October 31, 2009 primarily as a result of an increase in professional fees and transfer agent and filing fees.

10


Results of Operations

Nine months ended October 31, 2010 compared to nine months ended October 31, 2009.

    Nine months     Nine months  
    ended     ended  
    October 31, 2010     October 31, 2009  
Revenue $  Nil   $  Nil  
Operating Expenses $  11,763   $  10,284  
Net Income (Loss) $  (11,763 ) $  (10,284 )

Expenses

Our operating expenses for the nine month periods ended October 31, 2010 and October 31, 2009 are outlined in the table below:

    Nine months     Nine months  
    ended     ended  
    October 31, 2010     October 31, 2009  
Professional fees $  11,106   $  9,927  
Transfer and filing fees $  1,110   $  357  
Foreign exchange gain $  (453 ) $  Nil  

Operating expenses for the nine months ended October 31, 2010 increased by 14% as compared to the comparative period in October 31, 2009 primarily as a result of a increase in professional fees and transfer and filing fees.

Revenue

We have not had any revenues from operations since inception (February 2, 2005). We do not anticipate that we will earn any revenues from operations unless and until we acquire and operated a profitable business. This might never happen and we can offer no assurance that even if we acquire a business that we will ever be profitable.

Liquidity and Capital Resources

Working Capital

                Percentage  
    As at     As at     Increase/  
    October 31, 2010     January 31, 2010     (Decrease)  
Current Assets $  54,160   $  Nil     54,160 %  
Current Liabilities $  193,084   $ 102,161     88 %  
Working Capital (deficiency) $  (138,924 ) $  (102,161 )   35 %  

Cash Flows

    Nine months Ended     Nine months Ended  
    October 31, 2010     October 31, 2009  
Net cash used in operations $  (20,800 ) $  (6,359 )
Net cash used in investing activities $  (25,000 ) $  Nil  
Net cash provided by financing activities $  99,960   $  6,359  
Increase (decrease) In Cash $  54,160   $  Nil  

Our net cash used by operating activities for the nine months ended October 31, 2010 was $20,800 compared with $6,359 for the nine months ended October 31, 2009. Our management believes that we will need additional funding in order to meet our operating expenses.

11


Future Financings

Over the next three months, we will require additional funds in order to secure a suitable business opportunity.

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 will continue to be unprofitable.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $54,160 as of October 31, 2010. We anticipate that we will require additional financing in order to perform our anticipated exploration program. Further, we anticipate that we will not have sufficient capital to fund our ongoing operations for the next 12 months. We may be required to raise additional financing for a particular in order to perform our anticipated exploration program. We would likely secure any additional financing necessary through loans from related or third parties.

There can be no assurance that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions acceptable to us could have a materially adverse effect upon our company. We will require further funds to finance the development of any business opportunity that we acquire. There can be no assurance that such funds will be available or available on terms satisfactory to us. If additional funds are raised by issuing equity securities, further dilution to existing or future shareholders is likely to result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire. Inadequate funding could also impair our ability to compete in the marketplace, which may result in the dissolution of our company.

We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have a limited operating history on which to base an evaluation of our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies seeking to acquire or establish a new business opportunity. Some of these risks and uncertainties relate to our ability to identify, secure and complete an acquisition of a suitable business opportunity.

12


We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. In addition, our operating results are dependent to a large degree upon factors outside of our control. There are no assurances that we will be successful in addressing these risks, and failure to do so may adversely affect our business.

It is unlikely that we will generate any or significant revenues while we seek a suitable business opportunity. Our short and long-term prospects depend upon our ability to select and secure a suitable business opportunity. In order for us to make a profit, we will need to successfully acquire a new business opportunity in order to generate revenues in an amount sufficient to cover any and all future costs and expenses in connection with any such business opportunity. Even if we become profitable, we may not sustain or increase our profits on a quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until we complete a business combination or acquire a business opportunity. This may result in our company incurring a net operating loss which will increase continuously until we complete a business combination or acquire a business opportunity that can generate revenues that result in a net profit to us. There is no assurance that we will identify a suitable business opportunity or complete a business combination.

Because of the speculative nature of the exploration of natural resource properties, there is substantial risk that this business will fail.

There is no assurance that any of the claims we explore or acquire will contain commercially exploitable reserves of minerals. Exploration for natural resources is a speculative venture involving substantial risk. Hazards such as unusual or unexpected geological formations and other conditions often result in unsuccessful exploration efforts. We may also become subject to significant liability for pollution, cave-ins or hazards, which we cannot insure or which we may elect not to insure.

We have a history of losses and have a deficit, which raises substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our inception and we will continue to incur operating expenses without revenues until we are in commercial deployment. Our net loss from February 2, 2005 (date of inception) to October 31, 2010 was $188,423. We had cash of $54,160 as of October 31, 2010. We currently do not have any operations and we have no income. We estimate our average monthly operating expenses to be approximately $3,400 each month. We cannot provide assurances that we will be able to successfully explore and develop our business. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors’ report on our audited financial statements for the year ended January 31, 2010. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.

Risks Associated with Our Common Stock

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently no market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. These fluctuations may adversely affect the trading price of our common shares.

13


Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.

ITEM 3. QUANTITATIVE DISCLOSURES ABOUT MARKET RISKS

As a “smaller 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 president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

There has been no changes to our evaluation of the effectiveness of the design and operation of our disclosure controls and procedures from January 31, 2010.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended October 31, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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 or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. [REMOVED AND RESERVED]

14


ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS.

Exhibit Description
Number  
   
(3) Articles of Incorporation and Bylaws
   
3.1 Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on May 8, 2006).
 
3.2 Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on May 8, 2006).
 
3.3 Amended and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed on February 12, 2010)
 
(10) Material Contracts
   
10.1 Option Agreement dated July 15, 2010 (incorporated by reference to our Annual Report on Form 10- K filed on December 15, 2010).
 
(14) Code of Ethics
   
14.1 Code of Ethics (incorporated by reference to our Annual Report on Form 10-KSB filed on May 9, 2009).
 
(31) Section 302 Certifications
   
31.1* Section 302 Certification.
   
(32) Section 906 Certification
   
32.1* Section 906 Certification.

* Filed herewith.

15


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INTERVIA INC.

By: /s/ Patrick Laferriere  
  Patrick Laferriere  
  President, Secretary, Treasurer, Chief Financial Officer  
  and Director  
  (Principal Executive Officer, Principal Financial Officer  
  and Principal Accounting Officer)  
  Date: December 17, 2010  

16