InterAmerican Gaming, Inc. - FORM 10-Q

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EX-31.1 - CERTIFICATION - InterAmerican Gaming, Inc.	iagm_ex311.htm
EX-32.1 - CERTIFICATION - InterAmerican Gaming, Inc.	iagm_ex321.htm
EX-32.2 - CERTIFICATION - InterAmerican Gaming, Inc.	iagm_ex322.htm
EX-31.2 - CERTIFICATION - InterAmerican Gaming, Inc.	iagm_ex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC. 20549

FORM 10-Q

þ	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
	For the Quarterly Period Ended June 30, 2012

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

For the transition period from ______________ to ________________

Commission File No. 000-31639

INTERAMERICAN GAMING, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	88-0436364
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)
110 Yonge Street, Suite 1602 Toronto, Ontario Canada M5C 1T4 (Address of Principal Executive Offices)
(416) 727-6326 (Registrant’s Telephone Number, Including Area Code)

3565 King Road, Suite 102

King City, Ontario Canada L7B 1M3

(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 o No þ

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 o No þ

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

Large accelerated filer	o	Accelerated file	o
Non-accelerated filer	o(Do not check if a smaller reporting company)	Smaller reporting company	þ

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

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

The number of shares of common stock outstanding as of October 28, 2013: 184,460,165.

Explanatory Note

InterAmerican Gaming, Inc. (the “Company”) is filing this Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 as part of a process by which the Company intends to remediate a number of delinquent periodic reports which were not filed by the Company for the fiscal periods ending March 31, 2010 until the present. It is the Company’s intention to remediate and file all of its delinquent periodic filings with the U.S. Securities and Exchange Commission as soon as reasonably possible.

InterAmerican Gaming, Inc.

INDEX

PART I.	Financial Information

Item 1.	Condensed Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statement of Stockholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II.	Other Information

Item 1.	Legal Proceedings	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Submission of Matters to a Vote of Security Holders	25

Item 5.	Other Information	25

Item 6.	Exhibits and Reports on Form 8-K	25

Signatures		26

PART I. Financial Information

Item 1. Condensed Financial Statements

InterAmerican Gaming Inc.

(A Development Stage Company)

Condensed Consolidated Balance Sheets

(Unaudited)

ASSETS
	June 30, 2012			September 30, 2011
Current assets
Cash	$	84,716		$	-
Deposits		10,943			-
HST receivable		65,320			1,452
Due from related parties (Note 4)		11,660			19,815
Total current assets		172,639			21,267
Property and equipment, net (Note 5)		1,199			-
Total assets	$	173,838		$	21,267

LIABILITIES
Current liabilities
Bank overdraft	$	-		$	3
Due to related parties (Note 4)		121,319			-
Accounts payable		685,424			8,639
Total current liabilities		806,743			8,642
Total liabilities		806,743			8,642

STOCKHOLDERS’ (DEFICIT) EQUITY
Common stock, $0.00001 par value, 200,000,000 shares authorized,
169,944,901 shares issued and outstanding (September 30, 2011: 1,000,000) (Note 8)		1,699			10
Additional paid-in capital		657,960			38,515
Subscription receivable		-			(879	)
Shares to be issued (16,715,834) (Note 7)		591,983			-
Deficit accumulated during the development stage		(1,722,067	)		(24,088	)
Accumulated other comprehensive (loss)		5,326			(933	)
Total InterAmerican stockholders’ (deficit) equity		(465,099	)		12,625
Non-controlling interest		(167,806	)		-
Total (deficit) equity		(632,905	)		12,625
Total liabilities and equity	$	173,838		$	21,267

InterAmerican Gaming Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Operations

and Comprehensive Loss (Unaudited)

	For the Three Months Ended June 30, 2012			For the Three Months Ended June 30, 2011			For the Nine Months Ended June 30, 2012			For the Nine Months Ended June 30, 2011			Period from inception (January 22, 2010) through June 30, 2012

Revenues	$	-		$	-		$	-		$	-		$	-

Expenses
General and administrative		40,812			36			92,410			863			102,961
Management fees-related party		81,159			-			183,956			-			183,956
Consulting fees		72,111			-			126,180			-			126,180
Director fees		31,500			-			79,000						79,000
Research and Development		429,968			1,275			492,696			5,005			506,233
Depreciation		77			-			77			-			77
Loss on acquisition		-			-			875,541			-			875,541
Total Expenses		655,627			1,311			1,849,860			5,868			1,873,948

Net (loss) before other income		(655,627	)		(1,311	)		(1,849,860	)		(5,868	)		(1,873,948	)

Other (expense) income:
Foreign currency gain (Loss)		(9,975	)		-			(13,413	)		-			(13,413	)
Total other income		(9,975	)		-			(13,413	)		-			(13,413	)

Net (loss)	$	(665,602	)	$	(1,311	)	$	(1,863,273	)	$	(5,868	)	$	(1,887,361	)
Net (loss) attributable to non-controlling interest		(116,356	)					(165,294	)		-			(165,294	)
Net (Loss) attributable to InterAmerican	$	(549,246	)	$	(1,311	)	$	(1,697,979	)	$	(5,868	)	$	(1,722,067	)


Net Loss per share, basic and diluted	$	(0.003	)	$	(0.001	)	$	(0.010	)	$	(0.006	)

Weighted Average Number of Common Shares Outstanding During the Year – basic and diluted		181,967,621			941,622			167,477,387			938,379

Comprehensive (Loss):
Net (Loss)	$	(665,602	)	$	(1,311	)	$	(1,863,273	)	$	(5,868	)	$	(1,887,361	)
Foreign exchange translation adjustment for the period		9,073			439			6,259			574			5,326
Comprehensive (Loss)		(656,529	)		(872	)		(1,857,014	)		(5,294	)		(1,882,035	)
Comprehensive (loss) attributable to non-controlling interest		(114,550	)		-			(164,048	)		-			(164,234	)
Comprehensive (Loss) attributable to InterAmerican	$	(541,979	)	$	(872	)	$	(1,692,966	)	$	(5,294	)	$	(1,717,801	)

InterAmerican Gaming Inc.

(A Development Stage Company)

Condensed Consolidated Statement of Stockholders' (Deficit) Equity

Since Inception (January 22, 2010) through June 30, 2012

(Unaudited)

	Number of Shares		Amount		Additional Paid-In Capital		Shares to be Issued		Subscription Receivable			Deficit Accumulated During the Development Stage			Other Comprehensive Income			Non-controlling Interest			Total Equity
Balance, January 22, 2010 (Date of Inception)		-		-		-		-		-			-			-			-			-
Issuance of stock at $0.001 per share for subscription receivable, February 2010		936,757	$	9	$	870		-		(879	)	$	-		$	-			-		$	-

Balance, September 30, 2010		936,757		9		870		-		(879	)		-			-			-			-

Issuance of shares at $0.585 for cash, June 2011		63,243		1		37,645		-		-			-			-			-			37,646

Foreign currency translation (loss)		-		-		-		-		-			-			(933	)		-			(933	)

Net loss for the year		-		-		-		-		-			(24,088	)		-			-			(24,088	)
Balance, September 30, 2011		1,000,000	$	10	$	38,515		-		(879	)	$	(24,088	)	$	(933	)		-		$	12,625

Effect of reverse acquisition, October 3, 2011, shares issued May 2012		144,668,234		1,446		1,744		-		-			-			-			(2,512	)		678

Share subscription received		-		-		-		-		879			-			-			-			879

Shares to be issued for settlement with a related party		-		-		-		457,875		-			-			-			-			457,875

Shares issued for settlement of related party fees, May 2012		2,000,000		20		127,846		-		-			-			-			-			127,866

Shares issued at $0.006 for settlement of consulting fees, May 2012		500,000		5		2,995		-		-			-			-			-			3,000

Shares issued for cash at $0.02, May 2012		13,360,000		134		229,266		-		-			-			-			-			229,400


Shares issued for settlement of consulting fees, June 2012			150,000				1				4,499				-				-				-				-				-				4,500


Shares issued for cash at $0.01, June 2012	200,000		2		1,998		-		-		-			-		-			2,000

Shares issued for cash at $0.02, June 2012	2,250,000		23		44,977		-		-		-			-		-			45,000

Shares issued for cash at $0.03, June 2012	5,816,667		58-		174,442		-		-		-			-		-			174,500

Settlement with a related party for forgiveness of debt	-		-		31,678		-		-		-			-		-			31,678

Shares to be issued for settlement of consulting fees with unrelated parties at $0.02	-		-		-		14,416		-		-			-		-			14,416

Shares to be issued for settlement of consulting fees with related parties at $0.02	-		-		-		119,692		-		-			-		-			119,692

Foreign currency translation	-		-		-		-		-		-			6,259		-			6,259

Net (loss) attributable to non-controlling interest	-		-		-				-		-			-		(165,294	)		(165,294	)

Net (loss) attributable to InterAmerican	-		-		-		-		-		(1,697,979	)		-					(1,697,979	)
Balance, June 30, 2012	169,944,901	$	1,699	$	657,960	$	591,983	$	-	$	(1,722,067	)	$	5,326	$	(167,806	)	$	(632,905	)

InterAmerican Gaming Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended June 30, 2012			Nine Months Ended June 30, 2011			Period from Inception (January 22, 2010) through June 30, 2012
Operating activities
Net (loss)	$	(1,863,273	)	$	(5,868	)	$	(1,887,361	)
Adjustments to reconcile net loss to net cash:
Loss on acquisition		875,541			-			875,541
Depreciation		77			-			77
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable		463,267			1,820			471,906
Increase (decrease) in deposits		(10,943	)		-			(10,943	)
Increase (decrease) in related party payables		228,035			-			228,035
Increase (decrease) in HST receivable		(63,868	)		(499	)		(65,320	)
Net cash (used in) operating activities		(371,164	)		(4,547	)		(388,065	)

Investing activities
Property and equipment		(1,276	)		-			(1,276	)
Net cash (used in) investing activities		(1,276	)		-			(1,276	)

Financing activities
Bank overdraft		(3	)		-			-
Advances (to) from related parties		-			(18,525	)		(19,815	)
Proceeds from stock subscriptions		-			-			-
Proceeds from issuance of shares		450,900			37,646			488,546
Net cash provided by financing activities		450,897			37,646			468,731

Effect of foreign exchange (loss)		6,259			574			5,326

Increase in cash and cash equivalents		84,716			15,148			84,716

Cash and cash equivalents, beginning of period		-			31			-

Cash and cash equivalents, end of period	$	84,716		$	15,179		$	84,716

Supplemental Information
Interest paid		-			-			-
Income tax paid		-			-			-

Non cash activities:

During the nine months ended June 30, 2012 the Company:

●		Closed the reverse merger, 77,800,000 shares of the Company’s common shares valued at $240,000 were issued in May 2012, $874,862 in liabilities were assumed in the transaction;
●		settled $457,875 in amounts owing to a related party with 10,000,000 shares at $0.045, shares to be issued;
●		issued 2,000,000 shares to settle $127,866 in consulting and director fees owed to current and former related parties;
●		issued 500,000 shares to settle $3,000 in consulting fees owed to unrelated parties;
●		issued 150,000 shares to settle $4,500 in consulting fees owed to unrelated parties;
●		settled $14,416 in consultant fees payable to unrelated parties, 720,834 shares to be issued; and
●		settled $119,692 in consultant and director fees owed to related parties, 5,995,000 shares to be issued.

During the nine months ended June 30, 2011 the Company had no non-cash activities.

INTERAMERICAN GAMING INC.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Nature of Business and Going Concern

On July 7, 2011, the Company entered into a letter of intent with Baron Group Ventures ("BGV") to acquire an 80.1% interest in SoFit Mobile Inc. (“SoFit”) (formerly NOWPHIT Operations Inc.).

On October 3, 2011, the Company entered into a settlement agreement with DealNet Capital Corp. (“DealNet”), a related party by virtue of common officers and directors, in which the Company transferred 10,000,000 of its common shares and 100% of its shares of IAG Peru to extinguish $457,875 in liabilities. The 10,000,000 common shares have not yet been issued. The transaction included the forgiveness of debt resulting in a $31,678 charge to equity as DealNet is a related party.

On October 3, 2011, the Company executed a Share Exchange Agreement with SoFit and its shareholders (the “Share Exchange”) pursuant to which the Company purchased 80.1% of SoFit in exchange for 77,800,000 of the Company’s common shares valued at $240,000.

In conjunction with the signing of the Share Exchange, all of the directors and officers of IAG, excluding J. Graham Simmonds, resigned and were replaced by nominees of SoFit. As of October 7, 2011, the Board of Directors of IAG was made up of J. Graham Simmonds, Gary Schwartz, Marc Askenasi and Henry J. Kloepper. Marc Askenasi was also appointed Chief Executive Officer and President, effective as of October 7, 2011.

Officers of the Company are now as follows:

Marc Askenasi	Director, Chief Executive Officer and President
J. Graham Simmonds	Chairman & Interim Chief Financial Officer

On October 21, 2011, the Company settled amounts of $130,866 owed to directors, officers and consultants with 2,500,000 common shares.

On January 17, 2012, the Company appointed Gerald Goldberg to its Board of Directors.

On January 30, 2012, NOWPHIT Operations Inc. was renamed to SoFit Mobile Inc., short for Social Fitness, as it was determined to better reflect the business of the Company’s subsidiary.

SoFit is a mobile app that motivates users to keep physically active and have fun at the same time. Using SoFit users can track their activity to earn rewards, join fun and philanthropic challenges to support charities, and workout and compete with friends from all over the world. The SoFit mobile app was launched in July 2012.

Going Concern

The Company is in the development stage as defined by FASB Accounting Standards Codification (“FASB ASC”) subtopic 915-10 Development Stage Entities (“ASC 915-10”). As of the date of these financial statements, the Company has not earned any revenue, has working capital deficit of $634,104 and an accumulated deficit of $1,722,067. For the period from January 22, 2010 (date of inception) through June 30, 2012, the Company has accumulated losses of $1,722,067. Until such time that the Company generates sales, it will continue to operate at a loss. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company has been financed by its shareholders and third party lenders to meet its obligations. The Company plans to begin earning revenue in the near future and generate profits to mitigate the above negative indicators.

These financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company’s future success is dependent upon its continued ability to raise sufficient capital either through equity financing or the sales of product, not only to finance its operating expenses, but to concentrate on its business activities. The consolidated financial statements do not include any adjustments to the amounts and classifications of the assets and liabilities that would be necessary if the going concern basis was not appropriate.

INTERAMERICAN GAMING INC.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

2. Summary of Significant Accounting Policies

The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America. 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 financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s September 30, 2011 audited financial statements as previously filed. Outlined below are those policies considered particularly significant:

Development Stage Company

The Company complies with the FASB ASC 915 Development Stage Entities and the Securities and Exchange Commission Act 7 for its characterization of the Company as development stage.

Consolidated Financial Statements

The consolidated financial statements include the accounts of the Company, its three subsidiaries, SoFit Mobile Inc., 6584292 Canada, Inc. and InterAmerican Operations, Inc. 6584292 Canada, Inc. and SoFit Mobile Inc. are incorporated under the laws of the Province of Ontario, Canada. 6584292 Canada, Inc is inactive. InterAmerican Gaming, Inc. and InterAmerican Operations, Inc. are incorporated under the laws of Nevada. All inter-company transactions have been eliminated.

Non-controlling interest

Non-controlling interest represents the interests of outside shareholders in the operating results and net assets of SoFit Mobile Inc. The non-controlling interest represents 19.9% of SoFit Mobile Inc.

Foreign Currency Translation

SoFit Mobile Inc.’s functional currency is in Canadian Dollars and it maintains its books and records in Canadian Dollars, the Company’s financial statements are converted to U.S. Dollars. The translation method used is the current rate method. Under the current rate method all assets and liabilities are translated at the current rate, stockholders’ equity accounts are translated at historical rates and revenues and expenses are translated at average rates for the reporting period. Due to the fact that items in the financial statements are being translated at different rates according to their nature, a translation adjustment is created. This translation adjustment has been included in Accumulated Other Comprehensive Income (Loss).

The exchange rates used to translate amounts in CAD into USD for the purposes of preparing the financial statements were as follows:

	June 30, 2012		September 30, 2011
Period-end CAD-USD exchange rate	$	0.9822	$	0.9540
Average Period CAD-USD exchange rate	$	0.9886	$	1.0135

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 the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates, and such differences could be material.

INTERAMERICAN GAMING INC.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Cash and Cash Equivalents

The Company considers all highly liquid investments with an initial maturity date of three months or less and money market accounts to be cash equivalents.

HST Receivable

The Company is required to pay Harmonized Sales Tax ("HST") on the goods and services provided by its suppliers. This is a value added tax that is refunded back to the Company by the Government of Canada. The Company currently has a large receivable due as a result of this tax and expects to receive the refund upon the filing of its overdue income tax returns.

Acquisitions and Business Combinations

The Company accounts for acquisitions and business combinations under the purchase method of accounting. The Company includes the results of operations of the acquired business from the acquisition date. Net assets of the companies acquired are recorded at their fair value at the acquisition date. The excess of the purchase price over the fair value of net assets acquired are included in intangible assets and goodwill in the accompanying consolidated balance sheets.

Research and Development Cost

In accordance with FASB ASC 985-Software, expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is recognized in the income statement when it is incurred.

Expenditure on development activities, where research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalized if the product or process is technically and commercially feasible. The expenditure capitalized includes the cost of materials and direct labor. Other development expenditure is recognized in the income statement as an expense is incurred. Capitalized development expenditure is stated at cost less accumulated amortization and impairment losses.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, HST receivable, due to and due from related parties, bank overdraft and accounts payable approximates fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risk arising from these financial instruments.

Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows:

●	Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets;

●	Level 2 inputs: Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly; and

●	Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

INTERAMERICAN GAMING INC.

(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements

(Unaudited)

Basic and Diluted Earnings (Loss) Per Share

The Company reports basic earnings (loss) per share in accordance with FASB ASC 260-Earnings Per Share. Basic earnings (loss) per share is computed using the weighted average number of shares outstanding during the year. Diluted earnings per share include the potentially dilutive effect of outstanding common stock options and warrants which are convertible to common shares. Diluted loss per share is not presented if the results would be “anti-dilutive”.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying financial statements.

3. Reverse Merger Transaction And Accounting

On October 3, 2011, the Company entered into a Share Exchange Agreement (“Share Exchange”) with SoFit, Wagerphone Inc. (D.B.A: Baron Group Ventures) (“BGV”) and the Shareholders of SoFit (“SoFit Vendors”). On October 3, 2011, the Merger contemplated by the Share Exchange by and among the Registrant, SoFit, BGV and the SoFit Vendors was completed (the “Merger”). As a condition to closing, the Company issued a Secured Promissory Note to SoFit for the aggregate unpaid principal amount of up to U.S. $5,000,000 drawn in tranches of $50,000, due on or before October 3, 2016. Any amount owed at the end of the period is eliminated upon consolidation. In return, the Company received a General Security Agreement from SoFit granting the Company a security interest over all assets of SoFit until the Secured Promissory Note was duly repaid in full.

In connection with the Merger, the Company and SoFit entered into a Deferred Share Issuance Agreement dated October 3, 2011 whereby the parties agreed to defer the issuance of the 77,800,000 fully paid common shares of the Registrant. It was agreed the shares would be issued to the SoFit Vendors from treasury no longer than 270 calendar days after closing. The 77,800,000 shares related to this transaction were issued on May 9, 2012.

Immediately prior to the completion of the Merger, the Registrant had 67,868,234 shares of common stock outstanding. As a result of the Merger, SoFit merged into the Company to become a subsidiary of the Registrant. Following the Merger, the Registrant has 145,668,234 shares of common stock outstanding which is inclusive of the 77,800,000 unissued common shares of the Registrant pursuant to the Deferred Share Issuance Agreement dated October 3, 2011.

As a result of the reverse merger, during the nine month period ended June 30, 2012, the Company recorded a loss on acquisition of $875,541. The significant components of the transaction are as follows:

Assets acquired:	$	-
Liabilities assumed:		874,862
Common stock retained:		679
Net	$	875,541

In conjunction with the Merger, two out of the three directors and officers of IAG, John G. Simmonds (former Director, Chief Executive Officer and President) and Randy Barber (former Director), resigned from the Company, effective as of October 7, 2011. The Company replaced the Board of Directors with nominees of SoFit. Effective as of October 7, 2011, J. Graham Simmonds (a director prior to the merger) was appointed as Chairman of the Board of Directors; Gary Schwartz was appointed as Executive Vice Chairman of the Board of Directors; Marc Askenasi was appointed as Director, Chief Executive Officer and President; and Henry J. Kloepper was appointed as Director. Carrie J. Weiler remained as the Company’s Corporate Secretary.

INTERAMERICAN GAMING INC.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

For financial purposes, the Merger represents a capital transaction of SoFit or a “reverse merger” rather than a business combination, because the sellers of SoFit effectively controlled the combined company immediately following the completion of the Merger. In accordance with Accounting Standards Codification (“ASC”) 805-10-40, Business Combinations; Reverse Acquisitions, SoFit Mobile was the acquiring entity for accounting purposes. While the transaction is accounted for using the purchase method of accounting, in substance the transaction was a recapitalization of SoFit’s capital structure. Accordingly, the assets and liabilities and the historical operations that will be reflected in IAG’s ongoing consolidated financial statements will be those of SoFit and will be recorded at the historical cost basis. IAG’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of SoFit after consummation of the Merger. IAG's historic capital accounts will be retroactively adjusted to reflect the equivalent number of shares issued by IAG in the Merger while SoFit’s historical retained earnings will be carried forward. The historical financial statements of IAG before the Merger will be replaced with the historical financial statements of SoFit before the Merger in all future filings with the SEC. The Merger is intended to be treated as a tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended.

4. Related Party Transactions

Transactions with related parties are incurred in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to between the related parties. The Company’s current and former officers and stockholders have advanced funds on a non-interest bearing basis to the Company for travel related and working capital purposes. The Company has not entered into any agreement on the repayment terms for these advances. As of June 30, 2012, the amounts due to related parties were $121,319 and amounts due from related parties were $11,660. During the nine month period ended June 30, 2012, the Company expensed $160,000 as consulting fee payable to three directors of the Company and expensed $3,000 to consulting fee payable to one individual who is related to a director of the Company.

During the period the Company settled $127,866 in consulting and director fees owing to related parties with 2,000,000 shares that were issued in May 2012.

Amounts due to related parties consisted of:

	June 30, 2012		September 30, 2011

Entities with common directors and /or officers	$	33,775	$	-
Fees payable to officers and directors		87,544		-
Total	$	121,319	$	-

Amounts due from related parties consisted of:

	June 30, 2012		September 30, 2011

Entities with common directors and /or officers	$	9,547	$	9,272
Advance on expenses owed from an officer of the Company		2,113		10,543
Total	$	11,660	$	19,815

INTERAMERICAN GAMING INC.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

5. Property and Equipment

Property and equipment consisted of the following at June 30, 2012:

	June 30, 2012						September 30, 2011
	Cost		Accumulated Depreciation		Net		Net
Computer hardware		1,276		77		1,199		-
Total		1,276		77		1,199		-

6. Research and Development

During the nine month period ended June 30, 2012, the Company expensed $492,696 towards the research and development of a commercialized version of its social gaming mobile application named SoFit. All costs associated with the development of the Application have been fully expensed as per ASC 985-Software. The Application was brought to market on July 19, 2012 and has since been available to download from both the Apple and Android marketplaces.

7. Shares to be Issued

At June 30, 2012, the Company has $591,983 in unissued share liability consisting of the following:

●	The Company settled $457,875 in amounts owing to a related party with 10,000,000 shares at $0.045, shares to be issued;
●	The Company settled $14,416 in consultant fees payable to an unrelated party with 720,834 shares, the shares to be issued;
●	The Company settled $119,692 in consultant and director fees owed to related parties, 5,995,000 shares to be issued.

8. Share Capital

The Company has authorized capital of 200,000,000 shares of common stock with a par value of $0.00001 of which, 169,944,901 and 1,000,000 shares are issued and outstanding as of June 30, 2012 and September 30, 2011, respectively.

During the nine months ended June 30, 2012, the company issued 168,944,901 shares of its common stock. The Company issued no shares during the three months ended June 30, 2011.

The Company has an Incentive Stock Option Plan which was approved at a shareholders meeting held on July 14, 2008. The Company is authorized to issue up to 7,500,000 shares of its common stock under the plan. There were no stock options outstanding as of June 30, 2012.

INTERAMERICAN GAMING INC.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

9. Income Tax

The Company has tax losses available to be applied against future years income. Due to the losses incurred from a predecessor business and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carryforward will not be realized in timely manner, through the reduction of future income tax payments. Accordingly a 100% valuation allowance has been recorded for deferred income tax assets.

As at June 30, 2012, the Company had approximately $5,666,597 (June 30, 2011: $3,836,298) of Federal and State net operating loss carryovers available to offset future taxable income. Such carryovers expire through 2029. The Company’s income tax returns are subject to audit by the IRS and the years 2005 to 2012 remain open and subject to examination.

10. Subsequent Events

On September 30, 2012, four consultants of the Company exercised their options, purchasing, 1,750,000 common shares at $0.02 and 133,333 common shares, 250,000 common shares and 1,389,889 common shares at $0.03. These options were granted in fiscal 2012. These shares were issued in June, 2013.

On October 11, 2012, Mr. John Ryan was appointed to the Board of Directors.

On November 20, 2012, the Company’s subsidiary SoFit Mobile Inc. was served a statement of claim by a human resources placement agency. The claim is for unpaid invoices dated September 4, 2012 in the amount of $39,550. This amount has been fully recorded in accounts payable on the balance sheet. On July 10, 2013, the Company and the other party reached a settlement in which $20,000 will be paid in cash in installments over a five week period and the remaining $19,550 will be settled with the issuance of 1,000,000 shares.

On June 6, 2013, SoFit released Version 2.0 of its mobile application. Version 2.0 features a number of key updates. Users can now walk, run and bike; challenge friends to beat their respective activity times; and participate remotely in global challenges, including races and charity events such as Augie’s Quest to Cure ALS Challenge.

On October 21, 2013, SoFit Mobile Inc. (“SoFit”) was served a statement of claim for $282,412.04 plus interest and expenses by Xtreme Labs Inc. (“Xtreme”). Xtreme was engaged by SoFit on April 12, 2012 to develop an iOS-based application, an Android-based application, a mobile server and to provide quality assurance, design and product management support. The claim is for debt owed for services rendered by Xtreme to SoFit. The Company is in the midst of assessing the statement of claim and intends on filing a statement of defense. The amount has been accounted for in the normal course within accounts payable.

Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.

Overview

On October 3, 2011, the Company merged with SoFit, a Company existing under the laws of Ontario. In connection with the Merger, the Company and SoFit entered into a Deferred Share Issuance Agreement dated October 3, 2011 whereby the parties agreed to defer the issuance of the 77,800,000 fully paid common shares of the Registrant. It was agreed the shares would be issued to the SoFit Vendors from treasury no longer than 270 calendar days after closing.

Immediately prior to the completion of the Merger, the Registrant had 67,868,234 shares of common stock outstanding. As a result of the Merger, SoFit merged into the Company to become a subsidiary of the Registrant. Following the Merger, the Registrant had 145,668,234 shares of common stock outstanding which is inclusive of the 77,800,000 unissued common shares of the Registrant pursuant to the Deferred Share Issuance Agreement dated October 3, 2011.

For financial purposes, the Merger represents a capital transaction of SoFit or a “reverse merger” rather than a business combination, because the sellers of SoFit effectively controlled the combined company immediately following the completion of the Merger. As such, SoFit is deemed to be the accounting acquirer in the transaction and, consequently, the transaction is being treated as a recapitalization of SoFit’s capital structure. Accordingly, the assets and liabilities and the historical operations that are reflected in IAG’s ongoing financial statements are those of SoFit and will be recorded at the historical cost basis of SoFit. IAG’s assets, liabilities and results of operations are consolidated with the assets, liabilities and results of operations of SoFit after consummation of the Merger. IAG's historic capital accounts are retroactively adjusted to reflect the equivalent number of shares issued by IAG in the Merger while SoFit’s historical retained earnings are carried forward. The historical financial statements of IAG before the Merger will be replaced with the historical financial statements of SoFit before the Merger in this and all future filings with the SEC. The Merger is intended to be treated as a tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended.

SoFit is a social gaming company that has developed software to empower individuals to track, train and compete through its platform. Registered users can earn virtual rewards, such as trophies and medals, as well as real-life rewards, such as location-based coupons and special offers. SoFit products include integrated mobile applications and complementary wireless devices that enable connectivity to the SoFit platform.

SoFit was launched in July of 2012 and is available for mobile users to download on the Apple App Store and Google Play. SoFit’s first charitable event, Walk A Mile, was hosted in conjunction with the U.S. State Department and the International Olympic Truce Committee at the 2012 Olympic Games; a campaign that fell under Secretary of State Clinton’s 2012 Hours Against Hate Initiative.

RESULTS OF OPERATION

For The Three Month Period Ended June 30, 2012

Revenues

For the three month period ended June 30, 2012, the Company did not generate any revenues.

Expenses

During the three months ended June 30, 2012, the Company incurred general and administrative expense of $40,812, related party management fees of $81,159, consulting fees of $72,111, director fees of $31,500, research and development expense of $429,968 and depreciation expense of $77. During the three month period ended June 30, 2011, the Company incurred general and administrative expense of $36 and research and development expense of $1,275. The increase in expenses is attributable to the hiring of consultants and employees, new agreements with directors, further development of the Company’s mobile application that was brought to market in July 2012 and other general and administrative expenses incurred to support the research, development, marketing and launch of the mobile application.

The Company had a foreign currency loss of $9,975 during the three months ended June 30, 2012 compared to Nil for the three month period ended June 30, 2011.

During the three month period ended June 30, 2012, the Company recorded a net loss of $665,602, including a loss of $116,356 attributable to non-controlling interest. The net loss attributable to InterAmerican Gaming at June 30, 2012 was $549,246. The net loss for the three month period ended June 30, 2011 was $1,311. The increased loss is the result of an increase in expenses across the board as discussed above, the largest increase in expenses relate to the loss on acquisition related to the reverse merger.

The Company also incurred a foreign exchange translation adjustment for the three month period ended June 30, 2012 of $9,073 netting a comprehensive loss of $656,529, of which $541,979 is attributable to InterAmerican Gaming. The Company incurred a foreign exchange currency translation of $439 for the three month period ended June 30, 2011 resulting in a comprehensive loss of $872.

The net loss per share for the three month period ended June 30, 2012 was $0.003 compared to $0.001 at June 30, 2011.

For The Nine Month Period Ended June 30, 2012

Revenues

For the nine months ended June 30, 2012, the Company did not generate any revenues.

Expenses

During the nine months ended June 30, 2012, the Company incurred general and administrative expense of $92,410, related party management fees of $183,956, consulting fees of $126,180, director fees of $79,000, research and development expense of $492,696 and depreciation of $77. During the nine month period ended June 30, 2011, the Company incurred general and administrative expense of $863, and research and development expense of $5,005. The increase in expenses is attributable to the hiring of consultants and employees, new agreements with directors, further development of the Company’s mobile application that was brought to market in July 2012 and other general and administrative expenses incurred to support the research, development, marketing and launch of the mobile application.

During the nine month period ended June 30, 2012, the Company incurred a loss on acquisition of $875,541 as a result of the reverse merger closed on October 3, 2011, see Note 3 of the financial statements for more information.

The Company had a foreign currency loss of $13,413 during the nine months ended June 30, 2012 compared to Nil for the nine month period ended June 30, 2011.

During the nine month period ended June 30, 2012, the Company recorded a net loss of $1,863,273, including a loss of $165,294 attributable to non-controlling interest. The net loss attributable to InterAmerican Gaming at June 30, 2012 was $1,697,979. The net loss for the nine month period ended June 30, 2011 was $5,868. The increased loss is the result of an increase in expenses across the board as discussed above, the largest increase in expenses relate to the loss on acquisition related to the reverse merger.

The Company also incurred a foreign exchange translation adjustment for the nine month period ended June 30, 2012 of negative $6,259 netting a comprehensive loss of $1,857,014, of which $1,692,966 is attributable to InterAmerican Gaming. The Company incurred a foreign exchange currency translation of $574 for the nine month period ended June 30, 2011 resulting in a comprehensive loss of $5,294.

The net loss per share for the nine month period ended June 30, 2012 was $0.010 compared to $0.006 at June 30, 2011.

For The Period From Inception January 22, 2010) to June 30, 2012

Revenues

From the date of inception (January 22, 2010) to June 30, 2012, the Company did not generate any revenues.

Expenses

During the period from inception, (January 22, 2010) through June 30, 2012, the Company incurred the following expenses: general and administrative of $102,961; related party management fees of $183,956; consulting fees of $126,180; director fees of $79,000; research and development fees of $506,233 and depreciation expense of $77. The Company also incurred a loss on acquisition of $875,541 as a result of the reverse merger closed on October 3, 2011, see Note 3 of the financial statements for more information.

The Company had a foreign currency loss of $13,413 for the period from inception to June 30, 2012.

During the period from inception (January 22, 2010) through June 30, 2012, the Company recorded a net loss of $1,887,361 including a loss of $165,294 attributable to non-controlling interest. The net loss attributable to InterAmerican Gaming for the period from inception to June 30, 2012 was $1,722,067. The Company also incurred a foreign exchange translation adjustment for the period from inception to June 30, 2012 of negative $5,326, netting a comprehensive loss of $1,882,035 for the period of which $1,717,801 is attributable to InterAmerican Gaming.

Liquidity and Capital Resources

As at June 30, 2012, the Company had total current assets of $172,639 consisting of cash of $84,716, deposits of $10,943, an HST receivable of $65,320 and a related party receivable of $11,660 compared to current assets of $ 21,267 at September 30, 2011 consisting of an HST receivable of $1,452 and amounts due from related parties of $19,815. The increase in current assets is the result an increase in expenses which resulted in an increase of the receivable for the refund of the tax the Company has paid on its goods and services. At June 30, 2012, the Company had $1,199 in property and equipment compared to property and equipment of Nil at June 30, 2011.

Total liabilities of the Company at June 30, 2012 were $795,084 consisting of due to related parties of $121,319 and accounts payable of $685,424. Total liabilities at September 30, 2011 were $8,642 consisting of $3 in bank overdraft and accounts payable of $8,639.

At June 30, 2012, the company had a working capital deficiency of $634,104 and an accumulated deficit of $1,722,067 compared to working capital of $12,625 and an accumulated deficit of $24,088 at September 30, 2011.

Net cash flow from operating activities

From the date of inception (January 22, 2010) to June 30, 2012, the Company used $388,065 in operating activities to fund administrative activities. Of this amount, $371,164 was used during the nine month period ended June 30, 2012 and $4,547 was used in the nine month period ended June 30, 2011.

Net cash flow from investing activities

From the date of inception (January 22, 2010) to June 30, 2012, the Company used $1,276 in investing activities to purchase computer equipment, this amount is attributable to the nine months ended June 30, 2012.

Net cash flow from financing activities

Net cash provided by financing activities for the period from date of inception to June 30, 2012 was $468,731 this was primarily provided by proceeds received from the issuance of shares, proceeds from the purchase of shares that have not yet been issued and a bank overdraft offset by advances to a related party. Of this amount, $450,897 is attributable to the nine month period ended June 30, 2012 and $37,646 is attributed to the nine month period ended June 30, 2011.

Satisfaction of Our Cash Obligations for the Next 12 Months

Based on the Company’s current monthly expenses, cash and cash equivalents on hand at June 30, 2012 was not sufficient to meet the anticipated cash requirements for operations, funding our growth plans and repayment of debt obligations. The Company completed private placements in fiscal 2013 and intends to continue to raise additional funds either through issuance of notes payable or the sale of its shares. No assurances can be made that these funds will be available on a timely basis or on terms acceptable to the Company.

Related Party Transactions

Transactions with related parties are incurred in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to between the related parties. The Company’s current and former officers and stockholders have advanced funds on a non-interest bearing basis to the Company for travel related and working capital purposes. The Company has not entered into any agreement on the repayment terms for these advances. As of June 30, 2012, the amounts due to related parties were $109,659 and amounts due from related parties were $Nil. During the nine month period ended June 30, 2012, the Company expensed $160,000 as consulting fee payable to three directors of the Company and expensed $3,000 to consulting fee payable to one individual who is related to a director of the Company.

During the period the Company settled $127,866 in consulting and director fees owing to related parties with 2,000,000 shares that were issued in May 2012.

Shares to be Issued

At June 30, 2012, the Company has $591,983 in unissued share liability consisting of the following:

●	The Company settled $457,875 in amounts owing to a related party with 10,000,000 shares at $0.045, shares to be issued;
●	The Company settled $14,416 in consultant fees payable to an unrelated party with 720,834 shares, the shares to be issued; and
●	The Company settled $119,692 in consultant and director fees owed to related parties, 5,995,000 shares to be issued.

Share Capital

The Company has authorized capital of 200,000,000 shares of common stock with a par value of $0.00001 of which, 169,944,901and 1,000,000 shares are issued and outstanding as of June 30, 2012 and September 30, 2011, respectively.

During the nine months ended June 30, 2012, the company issued 168,944,901 shares of its common stock. The Company issued no shares during the three months ended June 30, 2011.

Off-Balance Sheet Arrangements

We have no off balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of results of operations and financial condition are based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management evaluates the estimates on an on-going basis, including those related to bad debts, inventories, investments, customer accounts, intangible assets, income taxes, and contingencies and litigation. Management bases its estimates on historical experience and on various other assumptions that they believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Note 2 of the “Notes to Condensed Consolidated Financial Statements” includes a summary of the significant accounting policies and methods used in the preparation of the financial statements. The following is a brief description of the more significant accounting policies and methods the Company uses.

Development Stage Company

The Company complies with the FASB Accounting Standards Codification (ASC) Topic 915 Development Stage Entities and the Securities and Exchange Commission Exchange Act 7 for its characterization of the Company as development stage.

Consolidated financial statements

The consolidated financial statements include the accounts of the Company, its three wholly-owned subsidiaries SoFit Mobile Inc., 6584292 Canada, Inc. and InterAmerican Operations, Inc. 6584292 Canada, Inc. and SoFit Mobile Inc. are incorporated under the laws of the Province of Ontario, Canada, 6584292 Canada, Inc is inactive. InterAmerican Gaming, Inc. and InterAmerican Operations, Inc. are incorporated under the laws of Nevada. All inter-company transactions have been eliminated.

Foreign Currency Translation

The Company maintains its books and records in Canadian Dollars and the Company’s consolidated financial statements are converted to U.S. Dollars. The translation method used is the current rate method. Under the current rate method all assets and liabilities are translated at the current rate, stockholders’ equity accounts are translated at historical rates and revenues and expenses are translated at average rates for the reporting period. Due to the fact that items in the financial statements are being translated at different rates according to their nature, a translation adjustment is created. This translation adjustment has been included in Accumulated Other Comprehensive Income (Loss).

The exchange rates used to translate amounts in CAD into USD for the purposes of preparing the consolidated financial statements were as follows:

	June 30, 2012		September 30, 2011
Period-end CAD-USD exchange rate	$	0.9822	$	0.9540
Average Period CAD-USD exchange rate	$	0.9886	$	1.0135

Use of estimates

The preparation of the consolidated 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 the consolidated financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates, and such differences could be material.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an initial maturity date of three months or less and money market accounts to be cash equivalents.

Acquisitions and Business Combinations

Research and Development Cost

Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is recognised in the income statement when it is incurred.

Fair Value of Financial Instruments

●	Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets;
●	Level 2 inputs: Inputs, other than quoted prices included in Level 1 that are observable either directly or indirectly; and

●	Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements.

Going Concern

The consolidated financial statements included in our filings have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of our company as a going concern. The Company’s ability to continue as a going concern is dependent on the ability to further implement its business plan, raise capital, and generate revenues. Management recognizes that it must generate additional resources and that it must successfully implement its business plan and achieves profitable operations. The Company cannot assure that it will be successful in any of these activities. Should any of these events not occur, its financial condition will be adversely affected.

Fair Value of Financial Instruments

The carrying value of advances to corporations, due to related parties, accounts payable and accrued liabilities approximates fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risk arising from these financial instruments.

Inflation

Although our operations are influenced by general economic conditions, the Company does not believe that inflation had a material effect on our results of operations during our nine month period ended June 30, 2012.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls And Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of our Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures, as of June 30, 2012. Based upon, and as of the date of this evaluation.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Exchange Act defines internal control over financial reporting as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

●

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

The following material weaknesses were identified in the Company’s internal control over financial reporting as of June 30, 2012.

●

Management is aware that there was a lack of accounting competency to assess and record complex transactions. Multiple complex business transactions occurred during and subsequent to the period ended June 30, 2012 and the Company did not formally assess and document the appropriateness of the accounting treatments.

●	Management is aware that there was a lack of accounting discipline. During the period ended June 30, 2012, the Company lacked review and reconciliation in many areas of the accounting function.

●	Management is aware that there was a lack of completeness of the general ledger. Certain accounts and activities were manually adjusted on the Company’s consolidated statements and are not recorded in this fashion in their respective subsidiary’s general ledger.

●

Management is aware that there was improper retention of accounting records. The Company did not appropriately retain information and documents related to operations of a subsidiary. The Company encountered delays and difficulties when attempting to obtain audit evidence and performing confirmation procedures for purposes of the September 30, 2011 year end audit.

Management is working to remediate the control deficiencies noted above. Steps such as hiring a permanent Chief Financial Officer and development of accounting policies and procedures with close collaboration with the audit committee is already under way. Further, the Company is in discussions with an external bookkeeping and financial reporting service provider to establish and maintain appropriate retention and accounting records going forward.

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.

In light of this material weakness, the Company performed additional analysis and procedures in order to conclude that our consolidated financial statements for the period ended June 30, 2012 included in this Quarterly Report on Form 10-Q were fairly stated in accordance with US GAAP.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

The Company will regularly review its system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new and more efficient systems, consolidating activities, and migrating processes.

During the period ended June 30, 2012, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to affect materially, our internal control over financial reporting.

PART II Other Information

Item 1. Legal Proceedings.

Item 2. Unregistered Sales of Equity Securities And Use Of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission Of Matters To A Vote Of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits And Reports On Form 8-K

(a) Exhibits. Exhibits included or incorporated by reference herein: See Exhibit Index.

EXHIBIT		DESCRIPTION

3.1(i)(a)		Articles of Incorporation of LMC Capital Corp. (1)

3.2(i)(b)		Certificate of Amendment to Articles of Incorporation of LMC Capital Corp. (1)

3.3(i)(c)		Certificate of Amendment to Articles of Incorporation of LMC Capital Corp. (2)

3.4(ii)		Bylaws of LMC Capital Corp. (2)

31.1		Section 302 Certification of Chief Executive Officer*

31.2		Section 302 Certification of Chief Financial Officer*

32.1		Section 906 Certification of Chief Executive Officer*

32.2		Section 906 Certification of Chief Financial Officer*

(1)	Incorporated by reference to the Company’s Form 10-SB, filed with the U.S. Securities and Exchange Commission on September 28, 2000.

(2)	Incorporated by reference to the Company’s Form 10-QSB, filed with the U.S. Securities and Exchange Commission on November 7, 2000.

* Filed herein.

(b) Reports on 8-K: None.

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.

INTERAMERICAN GAMING, INC.

Dated: November 7, 2013


/s/ Marc Askenasi			/s/ J. Graham Simmonds
Name: Marc Askenasi			Name: J. Graham Simmonds
Title: Chief Executive Officer			Title: Interim Chief Financial Officer

Attached files

InterAmerican Gaming, Inc. Reports

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