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EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - Idaho North Resources Corp.exh31-2.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - Idaho North Resources Corp.exh32-1.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - Idaho North Resources Corp.exh31-1.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - Idaho North Resources Corp.exh32-2.htm




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

FORM 10-Q

[]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015
   
 
OR
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:   000-55045

IDAHO NORTH RESOURCES CORP.
(Exact name of registrant as specified in its charter)

IDAHO
30-0406120
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

1220 Big Creek Road
Kellogg, ID   83837
(Address of principal executive offices, including zip code.)

(206) 790-3346
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 last 90 days.     YES [√]     NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      YES [√]     NO [   ]

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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer
[   ]
 
Accelerated Filer
[   ]
Non-accelerated Filer (Do not check if smaller reporting company)
[   ]
 
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 [   ]     NO [√]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
13,440,683 shares of common stock as of October 31, 2015.
 






TABLE OF CONTENTS

 
Page
   
 
PART I.
 
     
Item 1.
Financial Statements.
2
     
 
Financial Statements:
 
   
Balance Sheets
2
   
Statements of Operations
3
   
Statements of Cash Flows
4
   
Notes to the Financial Statements
5
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
10
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
14
     
Item 4.
Controls and Procedures.
14
     
 
PART II.
 
     
Item 1.
Legal Proceedings.
14
     
Item 1A.
Risk Factors.
14
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
14
     
Item 3.
Defaults Upon Senior Securities.
14
     
Item 4.
Mine Safety Disclosures.
14
     
Item 5.
Other Information.
15
     
Item 6.
Exhibits.
15
     
Signatures
17
   
Exhibit Index
18









- 2 -

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

IDAHO NORTH RESOURCES CORPORATION
BALANCE SHEETS


   
September 30,
2015
(Unaudited)
   
June 30,
2015
 
         
ASSETS
       
         
Current Assets
       
Cash
 
$
30,169
   
$
55,699
 
Accounts receivable
   
-
     
4,620
 
Prepaid expenses
   
2,608
     
4,357
 
Total Current Assets
   
32,777
     
64,676
 
                 
Reclamation bond
   
9,489
     
9,489
 
Mineral interests
   
72,500
     
72,500
 
                 
TOTAL ASSETS
 
$
114,766
   
$
146,665
 
                 
                 
                 
                 
LIABILITIES & STOCKHOLDERS' EQUITY
               
                 
Current Liabilities
               
Accounts payable
 
$
9,297
   
$
2,063
 
Total Current Liabilities
   
9,297
     
2,063
 
 
Common stock payable (note 6)
   
89,390
     
53,190
 
                 
Total Liabilities
   
98,687
     
55,253
 
                 
                 
Commitments (note 7)
   
-
     
-
 
                 
Stockholders' Equity
               
Preferred stock, $0.05 par value, 10,000,000 shares authorized,
0 outstanding as of September 30, 2015 and June 30, 2015,
respectively
   
-
     
-
 
Common stock, $0.01 par value, 100,000,000 common shares
authorized, 13,440,683 shares outstanding as of September 30, 2015 and June 30, 2015, respectively
   
134,406
     
134,406
 
Additional paid-in capital
   
874,578
     
874,578
 
Accumulated deficit
   
(992,905
)
   
(917,572
)
Total Stockholders' Equity
   
16,079
     
91,412
 
                 
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY
 
$
114,766
   
$
146,665
 






The accompanying notes are an integral part of these financial statements.
- 3 -

IDAHO NORTH RESOURCES CORPORATION
STATEMENTS OF OPERATIONS (UNAUDITED)


   
For the three months ended
 
   
September 30,
2015
   
September 30,
2014
 
         
REVENUE:
       
Exploration services income
 
$
23,616
   
$
78,490
 
                 
Operating Expenses
               
Exploration services expense
   
23,616
     
71,355
 
Other exploration expenditures
   
23,268
     
26,209
 
General and administrative expenses
   
52,065
     
44,919
 
Total Operating Expenses
   
98,949
     
142,483
 
                 
Loss from Operations
   
(75,333
)
   
(63,993
)
                 
Net Loss
 
$
(75,333
)
 
$
(63,993
)
                 
Net Loss per Common Share
               
Basic and diluted
 
$
(0.01
)
 
$ Nil
 
                 
Weighted average number of common shares outstanding
               
Basic and diluted
   
13,440,683
     
13,156,290
 
































The accompanying notes are an integral part of these financial statements.
- 4 -

IDAHO NORTH RESOURCES CORPORATION
STATEMENTS OF CASH FLOWS (UNAUDITED)


   
For the three months ended
 
   
September 30,
2015
   
September 30,
2014
 
         
CASH FLOWS FROM OPERATING ACTIVITIES
       
Net loss for the period
 
$
(75,333
)
 
$
(63,993
)
                 
Adjustments to reconcile net loss to net cash used in operating activities:
               
Common stock issued and payable for services and compensation
   
36,200
     
-
 
Changes in operating assets and liabilities:
               
Accounts receivable
   
4,620
     
14,884
 
Prepaid expenses
   
1,749
     
(34,852
)
Accounts payable
   
7,234
     
26,815
 
Deposits
   
-
     
(43,560
)
Cash used in operating activities
   
(25,530
)
   
(100,706
)
                 
                 
                 
Increase (decrease) in cash
   
(25,530
)
   
(100,706
)
                 
Cash, beginning of period
   
55,699
     
310,749
 
                 
Cash, end of period
 
$
30,169
   
$
210,043
 
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES:
               
                 
Common stock issued for mineral interests
 
$
-
   
$
36,000
 



























The accompanying notes are an integral part of these financial statements.
- 5 -

IDAHO NORTH RESOURCES CORPORATION
Notes to Financial Statements
As of September 30, 2015


1.    NATURE AND CONTINUANCE OF OPERATIONS

Idaho North Resources Corporation ("the Company") was incorporated under the laws of Idaho in 2007.  The Company is engaged primarily in acquiring and exploring prospective precious metals mining properties in the western United States.


2.    BASIS OF PRESENTATION

These interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP") and should be read in conjunction with the annual financial statements for the fiscal year ended June 30, 2015. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  Actual results could differ from these estimates and assumptions and could have a material effect on the Company's reported financial position and results of operations.

Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2015 as reported in Form 10-K, have been omitted.  Results of operations for the three months ended September 30, 2015 are not necessarily indicative of the results expected for the fiscal year ending June 30, 2016.


3.    GOING CONCERN

As shown in the accompanying interim financial statements, the Company had a net loss of $75,333 for the period ended September 30, 2015 and an accumulated deficit of $992,905 at September 30, 2015.  There is substantial doubt about the Company's ability to continue as a going concern.

The Company intends to raise additional capital either through debt or equity financing. The interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


4.    EARNINGS PER SHARE

For the periods ended September 30, 2015 and 2014, the effect of the Company's potential issue of 3,756,667 and 3,756,667 shares, respectively, from the exercise of outstanding warrants (see note 6) would have been anti-dilutive.  Accordingly, basic net loss per share is the same as diluted at September 30, 2015 and 2014.


5.    CENTRAL NEVADA EXPLORATION PROGRAM

In the fiscal year ended June 30, 2014, the Company completed a private placement and signed a letter of intent to enter into an exploration program agreement with Coeur Mining Inc. ("Coeur").  Coeur purchased 1,333,333 units at $0.15 per unit, for a total of $200,000.  Each unit consists of one common share and one warrant.  Two warrants plus $0.30 allow Coeur to purchase one common share.  The warrants expire in March 2017.  At September 30, 2015, Coeur owned 9.92% of the Company's shares.

On October 2, 2014, the Company signed the definitive Exploration Program Agreement (the "Agreement") with Coeur. The Agreement calls for Coeur to fund a Central Nevada Exploration Program within a specified Area of Interest for a three-year period.  During the Agreement period, Coeur will have the right to select target properties identified and acquired or appropriated by the Company and earn a 60% interest in the target properties by meeting certain minimum investment and

- 6 -


IDAHO NORTH RESOURCES CORPORATION
Notes to Financial Statements
As of September 30, 2015

other requirements, with the option to acquire an additional 20% or 40%, giving Coeur a potential 80% or 100% ownership. Prior to selection of any target properties, Coeur will pay certain consulting and field-related costs associated with the exploration program, along with a 10% administrative fee to the Company.  The Company recognized exploration service income of $23,616 and $78,490 for the periods ended September 30, 2015 and 2014, respectively, for exploration costs and administrative fees.

On October 21, 2014, the Company signed an Earn-In Option Agreement (the "Earn-In") with Coeur for the Klondyke area, Nevada.  Pursuant to the terms of the Earn-In, Coeur may exercise its option to acquire an initial 60% interest in the target properties by spending a minimum of $2 million in exploration and development expenses on the target properties over a 3-year period and completing a NI 43-101 compliant Technical Report. During the Earn-In period, Coeur has the option to acquire the Company's entire interest in the target properties, subject to terms of the Earn-In. Upon completion of the earn-in requirements, the parties will form a limited liability company for purposes of further exploration, development, and mining of the target properties, with Coeur having a 60% membership interest and the Company having a 40% membership interest. Within 60 days following the formation of the limited liability company, Coeur may exercise an option to acquire an additional 20% of the outstanding ownership interest by meeting certain minimum investment and other requirements.  Coeur may then acquire the remaining 20% ownership for a purchase price to be determined by a qualified third-party valuation firm reasonably acceptable to both Coeur and the Company.  As operator, the Company will conduct the exploration, development, and related work at the target properties under budgets approved by Coeur.


6.    COMMON STOCK AND WARRANTS

a)
Common Stock:

FY 2015 Activity
In July 2014, the Company issued 300,000 common shares pursuant to a mining lease agreement at a fair value, based on the quoted market price of common shares, of $0.12 per share.

In November 2014, the Company issued 11,350 common shares for compensation at a fair value, based on the quoted market price of common shares, of $0.15 per share.

In November 2014, the Company approved the award of 50,000 common shares for director compensation at a fair value, based on the quoted market price of common shares, of $0.16 per share.  The shares were issued in January 2015.

In December 2014, the Company approved the award of 135,000 common shares for director and CFO compensation at a fair value, based on the quoted market price of common shares, of $0.15 per share.  The shares were issued in January 2015.

In January 2015, the Company approved the award of 13,605 common shares for compensation to a consultant at a fair value, based on the quoted market price of common shares, of $0.147 per share.  The expense was recorded as common stock payable.

In March 2015, the Company approved the award of 44,445 and 9,000 common shares for compensation to the CEO and consultants at a fair value, based on the quoted market price of common shares, of $0.135 and $0.11 per share, respectively.  The expense was recorded as common stock payable.

In April 2015, the Company approved the award of 280,000 common shares for compensation to the CEO and a consultant at a fair value, based on the quoted market price of common shares, of $0.10.  The expense was recorded as common stock payable.

In May 2015, the Company approved the award of 76,000 common shares for compensation to the CEO and a consultant at a fair value, based on the quoted market price of common shares, of $0.10.  The expense was recorded as common stock payable.

- 7 -


IDAHO NORTH RESOURCES CORPORATION
Notes to Financial Statements
As of September 30, 2015

In June 2015, the Company approved the award of 107,500 common shares for compensation to the CEO and

consultants, at a fair value, based on the quoted market price of common shares, of $0.08.  The expense was recorded as common stock payable.

FY 2016 Activity
In July 2015, the Company approved the award of 125,713 common shares for compensation to the CEO and consultants, at a fair value, based on the quoted market price of common shares, of $0.07.  The expense was recorded as common stock payable.

In August 2015, the Company approved the award of 75,294 common shares for compensation to the CEO and consultants, at a fair value, based on the quoted market price of common shares, of $0.085.  The expense was recorded as common stock payable.

In September 2015, the Company approved the award of 257,142 and 37,500 common shares for compensation to the CEO and consultants, at a fair value, based on the quoted market price of common shares, of $0.07 and $0.08, respectively.  The expense was recorded as common stock payable.

b)    Warrants
   
Warrants to
Purchase
Common Shares
   
Weighted
Average
Exercise Price
 
Outstanding at June 30, 2014
   
3,756,667
   
$
0.26
 
Issued
   
-
     
-
 
Exercised
   
-
     
-
 
Expired
   
-
     
-
 
Outstanding at June 30, 2015
and September 30, 2015
   
3,756,667
   
$
0.26
 

The warrants that are issued and outstanding as at September 30, 2015 are as follows:

Warrants to Purchase
Common Shares
Exercise
Price
Expiration Date
1,462,500
$ 0.25
September 1, 2016*
666,667
   0.30
March 4, 2017
1,627,500
   0.25
November 1, 2016

*These warrants were set to expire on March 1, 2015.  In February 2015, the Company extended the expiration date of these warrants an additional 18 months to September 1, 2016.



7.    MINERAL PROPERTY COMMITMENTS - RELATED PARTY

For the following properties, the related party is a shareholder (not an officer or director) who exercises voting rights over 9.1% percent of the Company's common stock.  He is also the Company's consulting geologist and a member of the Company's Technical Advisory Committee.  The Company has satisfied its work commitments on all properties to date.  Work commitments include, but are not limited to, annual claim fees, exploration, mapping, sampling, drilling and administration costs.

Klondike North Property.  On October 24, 2011, the Company entered into an Exploration and Mining Lease and Option to Purchase Agreement for the Klondike North Property, which consists of 38 unpatented lode-mining claims located on Bureau of Land Management lands in the Klondike Mining District, Esmerelda County, Nevada.  The Company has the right to conduct all customary mineral exploration activities in return for the following commitments:
- 8 -


IDAHO NORTH RESOURCES CORPORATION
Notes to Financial Statements
As of September 30, 2015

Advanced Royalty Payments
Date
 
Payment
Amount
   
Common
Shares
 
Upon execution of Agreement – October 24, 2011
 
$
-
     
500,000
 
First Anniversary of the Agreement – 2012
   
10,000
     
-
 
Second Anniversary of the Agreement – 2013
   
20,000
*
   
-
 
Third Anniversary of the Agreement – 2014
   
30,000
     
-
 
Fourth Anniversary of the Agreement – 2015
   
40,000
     
-
 
Fifth through the tenth Anniversary
   
50,000
     
-
 
Eleventh Anniversary and thereafter
   
100,000
     
-
 

The Company valued the 500,000 shares issued for the above acquisition of mineral rights at $0.02, based on the most recent sale of common shares, and recorded $10,000 as mineral property in the fiscal year ended June 30, 2012.

*The Company, with agreement from the sellers, satisfied its Second Anniversary obligation with 200,000 shares of common stock issued with a fair value of $0.10 per share in the fiscal year ended June 30, 2014.

Work Commitment
          Lease Year
 
Amount
 
First Lease Year
 
$
5,000
 
Second Lease Year
   
25,000
 
Third Lease Year
   
50,000
 
Fourth Lease Year
   
75,000
 
Fifth Lease Year and thereafter
   
100,000
 

Divide Property.  In February 2015, the Company terminated its Exploration and Mining Lease and Option to Purchase Agreement for the Divide Property and returned the underlying claims to the lessor and recorded an impairment charge for the full capitalized cost of $32,000 for the mineral interests.  The Company dropped the Divide Property in order to focus its resources on its remaining properties.

Eagleville Property.  In July 2015, the Company terminated its Exploration and Mining Lease and Option to Purchase Agreement for the Eagleville Property and returned the underlying claims to the lessor and recorded an impairment charge for the full capitalized cost of $87,000 for the mineral interests.  The Company dropped the Eagleville Property in order to focus its resources on its remaining properties.

Green Monster-Danville Property.  On October 31, 2014, the Company entered into an Exploration and Mining Lease and Option to Purchase Agreement for the Green Monster-Danville Property, which consists of 91 unpatented lode-mining claims located on Bureau of Land Management lands in the Danville Mining District, Nye County, Nevada.  The Company has the right to conduct all customary mineral exploration activities in return for the following commitments:

Advanced Royalty Payments

Date
 
Payment
Amount
 
Upon execution of Agreement – October 31, 2014
 
$
2,500
*
First Anniversary of the Agreement – 2015
   
5,000
 
Second Anniversary of the Agreement - 2016
   
10,000
 
Third Anniversary of the Agreement – 2017
   
20,000
 
Fourth Anniversary of the Agreement – 2018
   
30,000
 
Fifth Anniversary of the Agreement – 2019
   
40,000
 
Sixth Anniversary through the tenth anniversary
   
50,000
 
Eleventh Anniversary through the fifteenth
   
75,000
 
Sixteenth Anniversary and thereafter
   
100,000
 

 
 
- 9 -


 
IDAHO NORTH RESOURCES CORPORATION
Notes to Financial Statements
As of September 30, 2015

*Plus reimbursement of the 2014 -15 BLM Annual Maintenance Fee of $12,245 and Nye County Notice to Intent to Hold Fee of $834, which has been paid.

Work Commitment

          Lease Year
 
Amount
 
First Lease Year
 
$
5,000
 
Second Lease Year
   
10,000
 
Third Lease Year and thereafter
   
50,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

- 10 -



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are considered to be in the development stage, as defined in Statement of Financial Accounting Standards No. 7. We have been in the development stage since our inception.  We have incurred operating losses since inception and at September 30, 2015 had working capital of $23,480.

We do not have sufficient available cash in order to maintain operations during the next twelve months, and we will have to raise additional capital to continue our exploration plans and keep our mineral property leases in good standing.  We intend to obtain the capital from the exercise of our Redeemable Warrants; possible sale of additional shares of common stock; or loans.  There is no assurance that we will raise the additional funds.

Exploration expenditures consist of fees to be paid for consulting services connected with exploration, the cost of rock sampling (the collection of a series of small chips over a measured distance, which is then submitted for a chemical analysis, usually to determine the metallic content over the sampled interval, at pre-determined locations on the property), and cost of analyzing these samples. Since we recently leased the properties, we have conducted only limited exploration, other than exploratory drilling on our Eagleville Property.

We cannot be more specific about the application of proceeds for exploration, because we do not know what we will find.

We have allocated a range of money for exploration.  That is because we do not know how much will ultimately be needed for exploration.  If our initial exploration proves positive results, we will expand the exploration activities to include reverse circulation drilling.  This is a less expensive form of drilling that does not allow for the recovery of a tube or core of rock.  The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis.  This is a quicker and cheaper method of drilling, but does not necessarily give one as much information about the underlying rocks.  If warranted, core drilling would follow this stage.

If we discover significant quantities of mineralized material, we will begin technical and economic feasibility studies to determine if we have reserves.  Only if we have reserves will we consider developing the property.

If, through early stage exploration, we find mineralized material, and it is feasible to expand the exploration program, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need, we will have to find alternative sources of funding, like a public offering, a private placement of securities, or loans.

We will be conducting research in the form of exploration of the properties.  Our exploration program is explained in as much detail as possible in the business section of this report.  We do not plan to buy or sell any plant or significant equipment during the next twelve months.  We will not buy any equipment until we have located a body of minerals and we have determined they are economical to extract from the land.

We intend to solicit interest from other companies in the properties should we discover mineralized materials, or we may elect to develop the properties ourselves.

If we are unable to complete any phase of exploration because we do not have enough money, we will cease operations until we raise more money.  If we cannot or do not raise more money, we will cease operations.  If we cease operations, we do not know what we will do and we don't have any plans to do anything.

We do not intend to hire employees at this time.  Any work that would be conducted on a property that we may secure will be conducted by unaffiliated independent contractors that we will hire.  The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation.  The geologists will evaluate the information derived from the exploration and excavation, and the engineers will advise us on the economic feasibility of removing the mineralized material.
 
 
 
- 11 -

 

Central Nevada Exploration Program Agreement and Earn-In Option Agreement

In the first quarter of 2014, the Company completed a private placement and signed a letter of intent to enter into an exploration agreement with Coeur Mining Inc. ("Coeur").  Coeur purchased 1,333,333 units at $0.15 per unit, for a total of $200,000.  Each unit consists of one common share and a warrant.  Two warrants plus $0.30 allow Coeur to purchase one common share.  The warrants expire in March 2017.

On October 2, 2014, the Company signed the definitive Exploration Program Agreement (the "Agreement") with Coeur. The Agreement calls for Coeur to fund a Central Nevada Exploration Program within a specified Area of Interest for a three-year period.  During the Agreement period, Coeur will have the right to select target properties identified and acquired or appropiated by IDAH, and earn up to 80% interest in the target properties by meeting certain minimum investment and other requirements. Prior to selection of any target properties, Coeur will pay certain consulting and field-related costs associated with the Program, along with a 10% administrative fee to IDAH.

On October 21, 2014, the Company signed an Earn-In Option Agreement (the "Earn-In") with Coeur for the Klondyke area, Nevada.  Pursuant to the terms of the Earn-In, Coeur may exercise its option to acquire an initial 60% interest in the target properties by spending a minimum of $2 million in exploration and development expenses on the target properties over a 3-year period and completing a NI 43-101 compliant Technical Report. Upon completion of the earn-in requirements, the parties will form a limited liability company for purposes of further exploration, development, and mining of the target properties, with Coeur having a 60% membership interest and IDAH having a 40% membership interest. During the Earn-In period, Coeur has the option to acquire IDAH's entire interest in the target properties, subject to terms of the Earn-In. As operator, IDAH will conduct the exploration, development, and related work at the target properties under budgets approved by Coeur.

Property Leases

Below are the aggregate annual payments due on the properties in the next twelve months as stated in the signed lease agreements. These payments are included in our 12-month expense list and are comprised of Lease Agreements, Work Commitments and BLM & county claim fees.

 
Advance Royalty
Payment
Payment
Due Date
Work
Commitment
BLM & County
Claim Fees
         
Klondike Lease
$40,000
10/24/15
$75,000
$22,016
Green Monster - Danville Lease
$5,000
10/31/15
$5,000
$15,069
         
Total
$45,000
 
$80,000
$37,085
         
Total aggregate annual payments
$162,085
     

Divide lease dated February 21, 2012
The Company terminated its Divide lease in February 2015 and returned the underlying claims to the lessor.  The Company will focus its efforts on its other properties.

Eagleville lease dated July 27, 2012
The Company terminated its Eagleville lease in July 2015 and returned the underlying claims to the lessor.  The Company will focus its efforts on its other properties.

Plan of Operation - Milestones

During the next twelve months we plan to spend funds from existing capital and additional capital raised as follows.  If we are unable to raise additional capital, we will not be able to complete these milestones and may cease operations.

 
Estimated Time
 
Cost
Research (1)
All 12 months
$
5,000
Maintenance Fees (2)
2 months
$
37,085
Exploration (3)
All 12 months
$
20,000
Salaries (4)
All 12 months
$
58,000
Accounting (5)
All 12 months
$
21,000
Office Expenses (6)
All 12 months
$
5,000
Advance Royalty Payments and Work Commitments on
Leased Properties (7)
 
All 12 months
 
$
125,000
 
 
 
- 12 -


 
 
(1)
Costs related to the examination of potential property acquisitions.
 
(2)
Costs of annual claim maintenance fees.
 
(3)
Costs related to surface sampling and geological consulting.
 
(4)
Salaries to be paid to officers of the corporation.
 
(5)
Costs for accounting, auditing and tax preparation services.
 
(6)
Costs of stationary, mail, telephone & other office supplies.
 
(7)
Costs for the next twelve months for Advance Royalty Payments and Work Commitments due on the Klondike,
Eagleville and Green Monster-Danville properties.

Limited Operating History; Need for Additional Capital

We have very little operations upon which to base an evaluation of our performance. We are an exploration stage corporation and have generated limited revenues from operations. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

We will have to retain experts to assist in developing the properties we lease and in locating additional appropriate projects.  Our interest in the properties is limited to our leasehold interest.  Our leases, however, grant us a right to purchase the underlying minerals upon completion of certain conditions.  In order to assist in deciding if we should invest in a particular project, we will first need to be provided with at least the following:

*
A description of the project and the location of the property;
*
The lands that will be subject to the exploration project;
*
The royalties, net profit interest or other charges applicable to the subject lands;
*
The estimated cost of any geophysical work contemplated; and
*
The estimated acquisition costs, exploration costs and development costs of the property.

To become profitable and competitive, we will have to conduct research and exploration of the properties we have acquired.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

For the three months ended September 30, 2015, we generated exploration services income of $23,616, compared to $78,490 for the same period in 2014.  Less work performed under the Exploration Program with Coeur accounted for the decrease.  Operating expenses were $84,449 for the three months ended September 30, 2015, compared to $142,483 for the same period in 2014.  Less work performed under the Exploration Program with Coeur and lower exploration and administrative costs accounted for the decrease.

Material Changes in Financial Condition

At September 30, 2015, we had assets of $114,766, including cash of $30,169, compared to assets of $146,665, including cash of $55,699, at June 30, 2015.  The decrease in assets is attributable to the payment of annual claims fees and general and administrative expenses.

Liquidity and Capital Resources

Since our inception on January 22, 2007, we have issued 13,440,683 restricted shares of common stock.    The warrants that are issued and outstanding as at September 30, 2015 are as follows:
 
 
 
- 13 -


Warrants to
Purchase
Common Shares
Exercise
Price
Expiration Date
1,462,500
$ 0.25
September 1, 2016
666,667
   0.30
March 4, 2017
1,627,500
   0.25
November 1, 2016

Included in the foregoing are 850,000 shares of common stock on October 30, 2007, 300,000 shares of common stock on December 4, 2007, and 100,000 shares on January 10, 2008. These shares were issued to our officers, directors, and founders in consideration of $6,000. The foregoing 1,250,000 shares of common stock were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended.

In November 2011, we issued 1,600,000 restricted shares of common stock to 21 persons at a price of $0.02 per share for a total of $32,000.  The 21 persons were all accredited investors.

In July 2012, we completed a private placement of 2,925,000 Units.  Each Unit was comprised of one (1) restricted share of common stock and one (1) redeemable stock purchase warrant.  The exercise period of the warrants is three (3) years from March 1, 2012.  Two (2) warrants plus $0.25 are convertible into one (1) restricted share of common stock. The warrants are redeemable by us upon thirty (30) days written notice to the holder thereof.  If we issue such notice and the holder does not exercise the Redeemable Warrants during the 30 day period, the Redeemable Warrants will terminate thirty (30) days from the date of the notice.  The sale of the Units was made pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933, as amended.

In March 2014, we sold 1,333,333 units at $0.15 per share for proceeds of $200,000.  Each unit was comprised of one (1) restricted share of common stock and one half of one (1/2) redeemable stock purchase warrant.  The exercise period of the warrant is three (3) years from March 4, 2014.  One (1) warrant plus $0.30 is convertible into one (1) restricted share of common stock.

In June 2014, we completed a private placement of 3,100,000 Units. Each Unit was comprised of one (1) restricted share of common stock and one (1) redeemable stock purchase warrant. The exercise period of the warrants is three (3) years from November 1, 2013. Two (2) warrants plus $0.25 are convertible into one (1) restricted share of common stock. The warrants are redeemable by us upon thirty (30) days written notice to the holder thereof. If we issue such notice and the holder does not exercise the Redeemable Warrants during the 30 day period, the Redeemable Warrants will terminate thirty (30) days from the date of the notice. The sale of the Units was made pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933, as amended.

During the next twelve months, we will be required to spend $45,000 on property leases and spend a minimum of $80,000 on property exploration.  These expenses are included in the amounts listed under "Plan of Operation – Milestones."  See "Notes to Financial Statements" for lease payments required after twelve months.

As of September 30, 2015, our total assets were $114,766, and our total liabilities were $84,187.  We had cash of $30,169 at September 30, 2015.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

Critical Accounting Estimates

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of commitments and contingencies at the date of the consolidated financial statements and the reported amount of revenues and expenses during the period.  All of our significant accounting policies and estimates are described in note 2 of the June 30, 2015 audited financial statements.  We consider the following policies as being critical with regard to the impact estimates and changes in estimates could have on our financial condition, changes in financial condition or results of operations.

- 14 -


Mineral Property Costs-The Company has been in the exploration stage since its inception on January 27, 2007 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Revenue Recognition – Revenue received from exploration contracts is recognized when the contract has been established, the services are rendered and collection of payment is deemed probable.

Stock Based Compensation - The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, and ASC 505, Equity based payments to non-employees, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Under the JOBS Act, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of this extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to financial statements of companies that comply with public company effective dates.


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.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective.  There was no change in our internal control over financial reporting during the quarter ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II - OTHER INFORMATION.

ITEM 1.               LEGAL PROCEEDINGS.

We are not presently a party to any litigation.


ITEM 1A. RISK FACTORS.
 
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 2.               UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.
 
 
 
- 15 -

 

ITEM 3.               DEFAULTS UPON SENIOR SECURITIES.

None.


ITEM 4.               MINE SAFETY DISCLOSURES.

None.


ITEM 5.               OTHER INFORMATION.

None.


ITEM 6. EXHIBITS.

The following documents are included herein:

   
Incorporated by reference
Filed
Exhibit
Document Description
Form
Date
Number
Herewith
           
3.1
Articles of Incorporation (12/11/2007).
S-1/A-1
1/24/13
3.1
 
           
3.2
Bylaws of Idaho North Resources Corp.
S-1/A-1
1/24/13
3.2
 
           
4.1
Specimen Stock Certificate.
S-1/A-1
1/24/13
4.1
 
           
10.1
Lease Agreement with Mountain Gold Claims LLC for Klondike 25-29 Property, Klondike 41 Property, Klondike Central Property and Klondike Southeast Property.
S-1
11/26/12
10.1
 
           
10.2
Lease Agreement with Mountain Gold Claims LLC and Black Rock Exploration LLC for Divide TH Property, Divide DN Property and Divide GS Property.
S-1
11/26/12
10.2
 
           
10.3
Lease Agreement with Mountain Gold Exploration, Inc. and Lane A. Griffin and Associates for the Eagleville Property.
S-1
11/26/12
10.3
 
           
10.4
Employment Agreement with Erik Panke.
S-1/A-1
1/24/13
10.4
 
           
10.5
Selling Agreement with Pennaluna & Company.
10-Q
11/12/13
10.5
 
           
10.6
Exploration Program Agreement with Coeur Explorations, Inc.
10-Q
11/14/14
10.6
 
           
10.7
Earn-In Agreement with Coeur Explorations, Inc.
10-Q
11/14/14
10.7
 
           
14.1
Code of Ethics.
10-K
9/20/13
14.1
 
           
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
           
99.1
Warrant Agreement.
S-1
11/26/12
99.1
 
           
99.2
Audit Committee Charter.
10-K
9/20/13
99.2
 
           
99.3
Disclosure Committee Charter.
10-K
9/20/13
99.3
 
           
101.INS
XBRL Instance Document.
     
X
           
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
           
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
           
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
           
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
           
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X





- 16 -


SIGNATURES

    Pursuant to the requirements 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 on this 16th day of November, 2015.

 
IDAHO NORTH RESOURCES CORP.
 
(the "Registrant")
     
 
BY:
LANE GRIFFIN
   
Lane Griffin
   
President, Principal Executive Officer and a
member of the Board of Directors
     
 
BY:
ERIK PANKE
   
Erik Panke
   
Principal Accounting Officer, Principal Financial
Officer, Secretary, Treasurer and a member of the
Board of Directors























- 17 -


EXHIBIT INDEX

   
Incorporated by reference
Filed
Exhibit
Document Description
Form
Date
Number
herewith
3.1
Articles of Incorporation (12/11/2007).
S-1/A-1
1/24/13
3.1
 
           
3.2
Bylaws of Idaho North Resources Corp.
S-1/A-1
1/24/13
3.2
 
           
4.1
Specimen Stock Certificate.
S-1/A-1
1/24/13
4.1
 
           
10.1
Lease Agreement with Mountain Gold Claims LLC for Klondike 25-29 Property, Klondike 41 Property, Klondike Central Property and Klondike Southeast Property.
S-1
11/26/12
10.1
 
           
10.2
Lease Agreement with Mountain Gold Claims LLC and Black Rock Exploration LLC for Divide TH Property, Divide DN Property and Divide GS Property.
S-1
11/26/12
10.2
 
           
10.3
Lease Agreement with Mountain Gold Exploration, Inc. and Lane A. Griffin and Associates for the Eagleville Property.
S-1
11/26/12
10.3
 
           
10.4
Employment Agreement with Erik Panke.
S-1/A-1
1/24/13
10.4
 
           
10.5
Selling Agreement with Pennaluna & Company.
10-Q
11/12/13
10.5
 
           
10.6
Exploration Program Agreement with Coeur Explorations, Inc.
10-Q
11/14/14
10.6
 
           
10.7
Earn-In Agreement with Coeur Explorations, Inc.
10-Q
11/14/14
10.7
 
           
14.1
Code of Ethics.
10-K
9/20/13
14.1
 
           
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
           
99.1
Warrant Agreement.
S-1
11/26/12
99.1
 
           
99.2
Audit Committee Charter.
10-K
9/20/13
99.2
 
           
99.3
Disclosure Committee Charter.
10-K
9/20/13
99.3
 
           
101.INS
XBRL Instance Document.
     
X
           
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
           
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
           
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
           
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
           
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X


- 18 -