Myriad Interactive Media, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - Myriad Interactive Media, Inc.	ex31_1.htm
EX-32.1 - EXHIBIT 32.1 - Myriad Interactive Media, Inc.	ex32_1.htm
EX-31.2 - EXHIBIT 31.2 - Myriad Interactive Media, Inc.	ex31_2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended March 31, 2011

[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

	For the transition period from __________ to__________

	Commission File Number: 000-27645

Ivany Nguyen, Inc.

(Exact name of registrant as specified in its charter)

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

7 Ingram Drive, Suite 128, Toronto, Ontario, Canada M6M 2L7

(Address of principal executive offices)

(888) 648-9366 Ext. 2

(Registrant’s telephone number)

_____________________________________________________________

(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). [ ] Yes [X] No

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

[ ] Large accelerated filer Accelerated filer	[ ] Non-accelerated filer
[X] Smaller reporting company

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 44,206,877 as of May 10, 2011.

Table of Contents

	TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4:	Controls and Procedures	9
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	10
Item 1A:	Risk Factors	10
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3:	Defaults Upon Senior Securities	10
Item 4:	(Removed and Reserved)	10
Item 5:	Other Information	10
Item 6:	Exhibits	10

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:
F-1	Balance Sheets as of March 31, 2011 and June 30, 2010 (unaudited);
F-2	Statements of Operations for the three and nine months ended March 31, 2011 and 2010 and period from Inception to March 31, 2011 (unaudited);
F-3	Statements of Stockholders’ Equity (Deficit) for period from June 30, 2005 to March 31, 2011 (unaudited);
F-4	Statements of Cash Flows for the nine months ended March 31, 2011 and 2010 and period from Inception to March 31, 2011 (unaudited);
F-5	Notes to Financial Statements;

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2011 are not necessarily indicative of the results that can be expected for the full year.

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IVANY NGUYEN, INC.

(An Exploration Stage Company)

Balance Sheets

(Unaudited)

ASSETS

	March 31,				June 30,
	2011				2010

CURRENT ASSETS

Cash		$	74,887			$	69,461
Prepaid expenses			44,581				-

Total Current Assets			119,468				69,461

EQUIPMENT, net			-				1,266

TOTAL ASSETS		$	119,468			$	70,727

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable		$	58,595			$	53,422

Total Current Liabilities			58,595				53,422

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock; 10,000,000 shares authorized, at $0.001 par value, none issued or outstanding and outstanding			-				-
Common stock; 200,000,000 shares authorized, at $0.001 par value, 44,206,877 and 39,506,877 shares issued and outstanding, respectively			44,207				39,507
Additional paid-in capital			10,963,972				10,391,672
Deficit accumulated during the exploration stage			(10,947,306	)			(10,413,874	)

Total Stockholders' Equity (Deficit)			60,873				17,305

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	119,468			$	70,727

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

F-1

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IVANY NGUYEN, INC.

(An Exploration Stage Company)

Statements of Operations

(Unaudited)

													From Inception
	For the Three Months Ended						For the Nine Months Ended						Through
	March 31,						March 31,						March 31,
	2011			2010			2011			2010			2011

REVENUES	$	-		$	-		$	-		$	-		$	-

OPERATING EXPENSES

Exploration		-			-			-			-			170,873
Professional fees		116,878			85,181			458,664			194,839			1,572,776
General and administrative		35,491			11,953			73,502			283,857			2,254,468
Impairment of mining properties		-			-			-			-			545,221
Depreciation		255			505			1,266			1,515			6,064

Total Operating Expenses		152,624			97,639			533,432			480,211			4,549,402

LOSS FROM OPERATIONS		(152,624	)		(97,639	)		(533,432	)		(480,211	)		(4,549,402	)

INCOME TAX EXPENSE		-			-			-			-			-

LOSS FROM CONTINUING OPERATIONS		(152,624	)		(97,639	)		(533,432	)		(480,211	)		(4,549,402	)

DISCONTINUED OPERATIONS		-			-			-			-			(6,397,904	)

NET LOSS	$	(152,624	)	$	(97,639	)	$	(533,432	)	$	(480,211	)	$	(10,947,306	)

BASIC LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		44,206,877			37,477,638			41,943,141			36,980,594

The accompanying notes are an integral part of these financial statements

F-2

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IVANY NGUYEN, INC.

(An Exploration Stage Company)

Statements of Stockholders' Equity (Deficit)

(Unaudited)

										Deficit
							Stock			Accumulated			Total
					Additional		Subscription			During the			Stockholders'
	Common Stock				Paid-In		(Receivable)			Exploration			Equity
	Shares		Amount		Capital		Payable			Stage			(Deficit)

Balance, June 30, 2005		246,032	$	246	$	6,215,095	$	-		$	(6,330,697	)	$	(115,356	)

Net loss for the year ended June 30, 2006		-		-		-		-			(28,518	)		(28,518	)

Balance, June 30, 2006		246,032		246		6,215,095		-			(6,359,215	)		(143,874	)

Net loss for the year ended June 30, 2007		-		-		-		-			(38,689	)		(38,689	)

Balance, June 30, 2007		246,032		246		6,215,095		-			(6,397,904	)		(182,563	)

Mineral properties acquired for common stock		20,150,000		20,150		77,958		-			-			98,108

Common stock issued for cash		5,055,845		5,056		1,273,191		-			-			1,278,247

Value of options granted		-		-		1,528,233		-			-			1,528,233

Net loss for the year ended June 30, 2008		-		-		-		-			(2,631,422	)		(2,631,422	)

Balance, June 30, 2008		25,451,877		25,452		9,094,477		-			(9,029,326	)		90,603

Common stock issued for services at $0.91		300,000		300		272,700		-			-			273,000

Common stock issued for exercised options at $0.05 per share		100,000		100		4,900		-			-			5,000

Common stock issued for cash at $0.05 per share		10,200,000		10,200		480,800		19,000			-			510,000

Net loss for the year ended June 30, 2009		-		-		-		-			(520,690	)		(520,690	)

Balance, June 30, 2009		36,051,877		36,052		9,852,877		19,000			(9,550,016	)		357,913

Common stock issued for stock subscription payable		380,000		380		18,620		(19,000	)		-			-

Common stock issued for cash at $0.05 per share		600,000		600		29,400		-			-			30,000

Common stock issued for exercised options at $0.10 per share		2,250,000		2,250		222,750		-			-			225,000

Common stock issued for services at $0.17 per shared		225,000		225		38,025		-			-			38,250

Fair value of warrants issued for services		-		-		230,000		-			-			230,000

Net loss for the year ended June 30, 2010		-		-		-		-			(863,858	)		(863,858	)

Balance, June 30, 2010		39,506,877		39,507		10,391,672		-			(10,413,874	)		17,305

Common stock issued for services at $0.19 per shared (unaudited)		1,150,000		1,150		220,850		-			-			222,000

Common stock and warrants issued for cash (unaudited)		3,000,000		3,000		297,000		-			-			300,000

Warrants exercised for cash at $0.10 per share (unaudited)		550,000		550		54,450		-			-			55,000

Net loss for the nine months ended March 31, 2011 (unaudited)		-		-		-		-			(533,432	)		(533,432	)

Balance, March 31, 2011 (unaudited)		44,206,877	$	44,207	$	10,963,972	$	-		$	(10,947,306	)	$	60,873

The accompanying notes are an integral part of these financial statements

F-3

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IVANY NGUYEN, INC.

(An Exploration Stage Company)

Statements of Cash Flows

(Unaudited)

							From Inception
	For the Nine Months Ended						Through
	March 31,						March 31,
	2011			2010			2011
OPERATING ACTIVITIES

Net loss	$	(533,432	)	$	(480,211	)	$	(10,947,306	)
Adjustments to reconcile net loss to net cash used by operating activities:
Discountinued operations		-			-			6,215,341
Value of options granted		-			-			1,758,233
Common stock issued for services		177,419			-			488,669
Depreciation		1,266			1,515			6,064
Impairment of mining properties		-			-			545,221
Changes in operating assets and liabilities:
Change in accounts payable		5,173			18,577			58,595

Net Cash Used in Operating Activities		(349,574	)		(460,119	)		(1,875,183	)

INVESTING ACTIVITIES

Purchase of mineral properties		-			-			(447,113	)
Purchase of computer equipment		-			-			(6,064	)

Net Cash Used in Investing Activities		-			-			(453,177	)

FINANCING ACTIVITIES

Proceeds from common stock		355,000			245,000			2,403,247
Repayment of notes payable		-			(47,357	)		(40,247	)
Proceeds from notes payable		-			-			40,247
Repayment to shareholder		-			-			(160,962	)
Borrowings from shareholder		-			374			160,962

Net Cash Provided by Financing Activities		355,000			198,017			2,403,247

NET INCREASE (DECREASE) IN CASH		5,426			(262,102	)		74,887
CASH AT BEGINNING OF PERIOD		69,461			455,263			-

CASH AT END OF PERIOD	$	74,887		$	193,161		$	74,887

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

CASH PAID FOR:
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

NON CASH FINANCING ACTIVITIES:
Common stock issued for mineral properties	$	-		$	-		$	98,108
Common stock issued for prepaid expenses		72,000			-			72,000

The accompanying notes are an integral part of these financial statements

F-4

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IVANY NGUYEN, INC.

Notes to the Financial Statements

March 31, 2011 and June 30, 2010

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2011 and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2010 audited financial statements. The results of operations for the period ended March 31, 2011 is not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. During the nine months ended March 31, 2011 the Company realized a net loss of $533,432 and has incurred an accumulated deficit of $10,947,306. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

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

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

NOTE 3 – RELATED PARTY TRANSACTIONS

The Company currently has consulting agreements with two of the Company’s officers. Each agreement authorizes each member to receive $6,000 per month in consulting fees along with reimbursement of expenses incurred on the Company’s behalf. During the nine months ended March 31, 2011 the Company paid $308,581 in combined fees and expense reimbursements to these two officers.

NOTE 4 – CAPITAL STOCK TRANSACTIONS

Preferred stock

The authorized preferred stock is 10,000,000 shares with a par value of $0.001. As of March 31, 2011, the Company has no shares of preferred stock issued or outstanding.

Common stock

The authorized common stock is 200,000,000 shares with a par value of $0.001. As of March 31, 2011 and June 30, 2010, 44,206,877 and 39,506,877 shares were issued and outstanding, respectively.

During the year ended June 30, 2007, the Company completed a reverse split on its common stock from 500 shares to 1 share. The reverse stock split is reflected on a retroactive basis.

F-5

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IVANY NGUYEN, INC.

Notes to the Financial Statements

March 31, 2011 and June 30, 2010

NOTE 4 – CAPITAL STOCK TRANSACTIONS (CONTINUED)

During the year ended June 30, 2008, the Company issued 5,055,845 shares of its common stock for cash of $1,278,247. The Company also issued 20,150,000 shares of its common stock for mineral properties valued at $98,108. The Company issued 2,500,000 options valued at $1,528,233.

During the year ended June 30, 2009, the Company issued 10,200,000 shares of its common stock for $510,000 cash. Of this, $19,000 was recorded as a stock subscription payable because the shares were not issued until after the end of the fiscal year. During this year the Company also issued 100,000 common shares for options exercised at $0.05 per share. An additional 300,000 shares of common stock were issued for services at $0.91 per share based on the market value of the stock on the date of issuance.

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

During the nine months ended March 31, 2011, the Company issued 550,000 shares of common stock for $55,000 cash to warrant holders upon the exercise of the warrants. The Company also issued 1,150,000 shares of common stock to consultants for services performed. The stock was valued at $222,000 based on the average price of $0.19 per share trading price on the dates of issuance. Of the total $222,000 of stock issued, $72,000 was capitalized as a prepaid expense and will be amortized to professional fees over the one year life of the service contract. The remaining $150,000 was expensed as professional fees upon issuance.

During the nine months ended March 31, 2011, the Company also issued 3,000,000 shares of common stock with 3,000,000 attached warrants for cash proceeds of $300,000. The warrants are exercisable for a two year period at an exercise price of $0.15. The Company valued these warrants using the Black-Scholes valuation model using the assumptions detailed in footnote 7 and attributed a total of $175,226 of the total $300,000 proceeds to the warrants based on their relative fair value.

NOTE 5 – STOCK OPTIONS AND WARRANTS

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

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

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

During the nine months ended March 31, 2011 no compensatory common stock purchase options were granted. During this period the Company issued 3,000,000 warrants in conjunction with common stock sold for cash. These warrants have a two year life and an exercise price of $0.15. The Company calculated a relative fair value for these warrants based on a volatility of 380% and a stock price on the date of issuance of $0.12-$0.20.

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IVANY NGUYEN, INC.

Notes to the Financial Statements

March 31, 2011 and June 30, 2010

NOTE 5 – STOCK OPTIONS AND WARRANTS (CONTINUED)

Changes in stock options issued through March 31, 2011 were as follows:

				Weighted
	Number			Average		Value
	Of			Exercise		if
	Options			Price		Exercised
Outstanding, June 30, 2007		-		$	-	$	-
Granted		2,500,000			0.10		250,000
Exercised		-			-		-
Cancelled		-			-		-
Outstanding, June 30, 2008		2,500,000			0.10		250,000
Exercisable, June 30, 2008		2,500,000			0.10		250,000

Granted		-			-		-
Exercised		100,000			0.01		500
Cancelled		-			-		-
Outstanding, June 30, 2009		2,400,000			0.10		250,500
Exercisable, June 30, 2009		2,400,000			0.10		250,500

Granted		1,000,000			0.20		200,000
Exercised		(2,250,000	)		0.10		(225,000	)
Cancelled		-			-		-
Outstanding, June 30, 2010		1,150,000			0.20		225,500
Exercisable, June 30, 2010		1,150,000			0.20		225,500

Granted		3,000,000			0.15		450,000
Exercised		(550,000	)		0.10		(55,000	)
Cancelled		-			-		-
Outstanding, March 31, 2011		3,600,000		$	0.17	$	620,500
Exercisable, March 31, 2011		3,600,000		$	0.17	$	620,500

NOTE 6 – SUBSEQUENT EVENTS

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

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

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Description of Business

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

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

We also hold certain metallic permits in Alberta.

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Laos Bamboo Property License

Recently, we have successfully secured provincial approval to proceed with the development of our proposed bamboo project in Attapeu Province in Laos. In addition, we have been granted approval by the Attapeu Provincial Agency of Land Management to build a factory, storage and nursery facilities on a 20 hectare land parcel located within the industrial zone of the Attapeu Province, pending a capital registration deposit of $210,000 USD. This approval has been granted pursuant to official document no. 0580/QDDD. Furthermore, the Laos federal government has granted our foreign investment license and we have been approved by the Committee of Incentive and Management of Domestic & Foreign Investment as a 100% holder pursuant to Official Document No. 1193-KH-DT. We have recently submitted additional documentation to the Federal government in Vientenne Lao PDR and are awaiting further approval to conduct a feasibility study and environmental impact study on 5000 hectares in Attapeu, Lao PDR.

The quality of the bamboo is such that we are planning to harvest it for multiple downstream products. The licensed areas are in close proximity to electrical grids and are accessible by paved roads. Skilled labor can be readily accessed in the nearby local communities where our planned production facilities will be located. Under our arrangements with the government, we had until the November 20, 2010 to open a corporate bank account in Laos and to deposit $210,000, which represents 30% of the $700,000 in total registered capital of our project. As of May 12, 2011 we have not yet opened a bank account in Laos or deposited the required $210,000.00 dollars. As at May 12, 2011, provincial and federal government approval to proceed with the development of our proposed bamboo harvesting project in Attapeu Province in Laos is still in effect, and talks are in progress with the local Laos authorities for new terms. After making this initial deposit, we will receive a stamp from the Ministry of Finance and will be able to proceed in using our funds to purchase the equipment needed to build our factory, as well as hiring the necessary labor. We have broken down our planned factory construction and production goals into two phases. In Phase 1, we plan on developing operations which will produce bamboo skewers and bamboo chips. In Phase 2, we plan on expanding our factory and production lines to include a full bamboo flooring line. In order to satisfy the government requirements regarding our project, we need to conclude Phase 1 and demonstrate our serious intent on producing bamboo in Laos before continuing to Phase 2.

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

Total:	$210,000.00

During the quarter ended December 31, 2010, our management was able to raise total additional capital in the amount of $300,000 through a private offering conducted under Rule 506 of Regulation D. We will need to raise additional funds to enable us to complete Phase 1 of our development plan as set forth above. As of May 12, 2011 we have not yet opened a bank account in Laos or deposited the required $210,000.00 dollars. As of May 12, 2011, provincial and federal government approval to proceed with the development of our proposed bamboo harvesting project in Attapeu Province in Laos is still in effect, and talks are in progress with the local Laos authorities for new terms.

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Mineral Properties

Zama Lake Pb-Zn Property

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

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

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

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Results of operations for the three and nine months ended March 31, 2011 and 2010, and for the period from inception through March 31, 2011

We have not earned any revenues since the inception of our current business operations. We incurred expenses and a net loss in the amount of $152,624 for the three months ended March 31, 2011, compared to expenses and a net loss of $97,639 for the three months ended March 31, 2010. We incurred expenses and a net loss in the amount of $533,432 for the nine months ended March 31, 2011, compared to expenses and a net loss of $480,211 for the nine months ended March 31, 2010. Our expenses during the three and nine months ended March 31, 2011 and the three and nine months ended March 31, 2010 consisted primarily of professional fees and general and administrative expenses. We have incurred total expenses and a net loss of $4,549,402 from the inception of our current operations through March 31, 2011.

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

Liquidity and Capital Resources

As of March 31, 2011, we had current assets in the amount of $119,468 consisting of cash in the amount of $74,887 and prepaid expenses in the amount of $44,581. Our current liabilities as of March 31, 2011 consisted of accounts payable in the amount of $58,595. Thus, we had working capital of $60,873 as of March 31, 2011.

We have incurred cumulative net losses of $4,549,402 since inception of our current operations. We have not attained profitable operations and are dependent upon obtaining financing to pursue significant exploration and development activities. We do not anticipate earning revenues until such time that we are into commercial production of our current and/or potential resources properties. We are presently in the development stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our mineral properties, or if such resources are discovered, that we will enter into commercial production. In addition, we can provide no firm assurance that our efforts to commence our proposed bamboo project in Laos will be successful or that our contemplated harvesting operations can be successfully commenced.

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

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Off Balance Sheet Arrangements

As of March 31, 2011, there were no off balance sheet arrangements.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue significant exploration activities. We have incurred cumulative net losses of $4,549,402 since our inception of our current operations and require capital for our contemplated operational and marketing activities to take place. Our ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Critical Accounting Policies

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

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Item 4. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2011. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Derek Ivany, and our Chief Financial Officer, Victor Cantore. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2011, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2011.

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

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

Limitations on the Effectiveness of Internal Controls

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

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A: Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None

Item 4. Removed and Reserved

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

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

	Ivany Nguyen, Inc.

Date:	May 16, 2011

	By: /s/ Derek Ivany Derek Ivany Title: Chief Executive Officer, Principal Executive Officer and Director

Date:	May 16, 2011

	By: /s/ Victor Cantore Victor Cantore Title: Chief Financial Officer, Principal Accounting Officer and Director

Myriad Interactive Media, Inc. - FORM 10-Q - May 16, 2011

Attached files

Myriad Interactive Media, Inc. Reports