U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities
Exchange Act Of 1934
For the quarterly period ended MAY 31, 2004
[ ] Transition Report Under Section 13 Or 15(D) Of The Securities
Exchange Act Of 1934
Commission File Number 000-50298
IGUANA VENTURES LTD.
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(Name of small business issuer in its charter)
NEVADA 98-0376008
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
SUITE 1500, 885 WEST GEORGIA STREET
VANCOUVER, B.C., CANADA V6C 3E8
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(Address of principal executive offices) (Zip Code)
(604) 728-3004
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Issuer's telephone number
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES [ X ] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 15,028,200 shares of Common Stock
with a par value of $0.001 per share outstanding as of June 7, 2005
Transitional Small Business Disclosure Format (check one): Yes [ ] NO [X]
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
IGUANA VENTURES LTD
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
MAY 31, 2004
(UNAUDITED)
ASSETS
Total assets: $ -
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LIABILITIES AND STOCKHOLDERS' EQUITY
Total liabilities $ -
Stockholders' equity:
Common stock, par value $.001, 200,000,000 shares
authorized; 15,028,200 shares issued and outstanding 15,028
Paid in capital 57,663
Other comprehensive income (16)
Deficit accumulated during the exploration stage (72,675)
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Total stockholders' equity -
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Total liabilities and stockholders' equity $ -
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IGUANA VENTURES LTD.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF EXPENSES
THREE AND NINE MONTHS ENDED MAY 31, 2004 AND 2003, AND
PERIOD FROM APRIL 12, 2002 (INCEPTION) THROUGH MAY 31, 2004
(UNAUDITED)
Three Months Ended Nine Months Ended Inception
through
2004 2003 2004 2003 2004
------------ ------------ ------------ ------------ ---------
OPERATING EXPENSES $ 460 $ 9,580 $ 7,496 $ 43,103 $ 72,675
------------ ------------ ------------ ------------ ---------
NET LOSS (460) (9,580) (7,496) (43,103) (72,675)
OTHER COMPREHENSIVE LOSS
Effect of exchange rate (16) - (16) - -
------------ ------------ ------------ ------------ ---------
TOTAL COMPREHENSIVE LOSS $ (476) $ (9,580) $ (7,512) $ (43,103) $(72,675)
============ ============ ============ ============ =========
BASIC AND DILUTED NET
LOSS PER COMMON SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE SHARES
OUTSTANDING 33,967,330 34,828,200 34,539,149 34,828,200
============ ============ ============ ============
IGUANA VENTURES LTD
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOW
NINE MONTHS ENDED MAY 31, 2004 AND 2003, AND
PERIOD FROM APRIL 12, 2002 (INCEPTION) THROUGH MAY 31, 2004
(UNAUDITED)
Inception
through
2004 2003 2004
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(7,496) $(43,103) $(72,675)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in:
Accounts payable 1,813 3,266 10,929
Due to shareholder 4,685 - 8,062
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Net cash used in operating activities (998) (39,837) (53,684)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock for cash - - 53,700
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EFFECT OF EXCHANGE RATE ON CASH (16) - (16)
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NET CHANGE IN CASH (1,014) (39,837) -
CASH AND CASH EQUIVALENTS, beginning of period 1,014 44,123 -
-------- --------- ---------
CASH AND CASH EQUIVALENTS, end of period $ - $ 4,286 $ -
======== ========= =========
IGUANA VENTURES LTD.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1- BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Iguana Ventures Ltd.
("Iguana") have been prepared in accordance with accounting principles generally
accepted in the United States of America and the rules of the Securities and
Exchange Commission ("SEC"), and should be read in conjunction with the audited
financial statements and notes thereto contained in Iguana's Annual Report filed
with the SEC on Form 10-KSB. 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. The results of operations for the interim
periods are not necessarily indicative of the results to be expected for the
full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for
fiscal 2003 as reported in the 10-KSB have been omitted.
NOTE 2- COMMON STOCK
On May 27, 2004, Iguana acquired 100% of the issued and outstanding shares of
Integrated Security Technologies, Inc. ("Integrated') in exchange for 15,258,797
shares of Iguana's common stock. In a separate agreement, the majority
shareholder of ISTI purchased 19,800,000 shares of Iguana from Iguana's then
majority shareholder. The total Iguana shares owned by ISTI shareholders
immediately following the merger was 35,058,797. The acquisition was considered
a reverse merger. In April 2005, all parties involved agreed to unwind the May
27, 2004 transaction as if it never occurred. All 35,058,797 Iguana shares
issued to Integrated and its Officers will be returned to Iguana and canceled
and the ISTI shares will be returned to the ISTI shareholders.
NOTE 3 - SUBSEQUENT EVENTS
Effective June 14, 2004, Iguana effected a 3.3:1 forward stock split, increased
the amount of authorized shares to two hundred million (200,000,000), and
reauthorized the par value of $.001 per share of common stock. All share and
per share amounts in these financial statements have been adjusted as if the
split occurred on the first day of the first period presented.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD-LOOKING STATEMENTS
The information in this Quarterly Report on Form 10-QSB contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements involve risks and uncertainties, including
statements regarding Iguana's capital needs, business plans and expectations.
Such forward-looking statements involve risks and uncertainties regarding the
market price of natural resources, availability of funds, government
regulations, common share prices, operating costs, capital costs and other
factors. Forward-looking statements are made, without limitation, in relation
to operating plans, property exploration and development, availability of funds
and operating costs. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may",
"will", "should", "expect", "plan", "intend", "anticipate", "believe",
"estimate", "predict", "potential" or "continue", the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks outlined below, and, from time to time, in other reports Iguana files with
the SEC, including Iguana's Annual Report on Form 10-KSB for the year ended
August 31, 2003. These factors may cause Iguana's actual results to differ
materially from any forward-looking statement. Iguana disclaims any obligation
to publicly update these statements, or disclose any difference between its
actual results and those reflected in these statements. The information
constitutes forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Given these uncertainties, readers
are cautioned not to place undue reliance on such forward-looking statements.
OVERVIEW
We were incorporated on April 12, 2002, under the laws of the State of Nevada.
We are an exploration stage company engaged in the acquisition and exploration
of mineral properties. We own four mineral claims that we refer to as the Saucy
mineral claims and six mineral claims that we refer to as the Salsa mineral
claims. The Saucy and Salsa mineral claims are located adjacent to each other
in the Province of British Columbia, Canada. Both the Saucy and the Salsa
mineral claims are held in the name of our wholly owned subsidiary, Iguana
Explorations Inc. Further exploration of these mineral claims is required
before a final determination as to their viability can be made. No commercially
viable mineral deposit may exist on our mineral claims. Our plan of operations
is to carry out exploration work on these claims in order to ascertain whether
they possess deposits of gold, copper or silver. We can provide no assurance
that our mineral claims contain a mineral deposit until appropriate exploratory
work is done and an evaluation based on that work concludes further work
programs are justified. At this time, we have no known reserves on our mineral
claims.
GEOLOGY OF THE MINERAL CLAIMS
We engaged Mr. W.G. Timmins to prepare a geological evaluation report on the
Saucy mineral claims. Mr. Timmins is a consulting geologist and registered
professional engineer in the Geological Section of the Association of
Professional Engineers and Geoscientists of British Columbia. Mr. Timmins has
practiced in his profession for 39 years and been a registered professional
engineer since 1969.
Mr. Timmins recommended a two-stage exploration program for the Saucy mineral
claims to determine whether there are mineral deposits of gold, silver or copper
on those claims: Stage 1 consisting of reconnaissance geology and sampling at an
estimated cost of $5,000; and Stage 2 consisting of trenching, sampling,
prospecting and mapping at an estimated cost of $10,000.
We completed Stage 1 in 2002 and Mr. Timmins recommended proceeding to Stage 2,
which was completed in November of 2003.
We received a report from Mr. Timmins dated December 10, 2003 reporting on
completion of Stage 2 of the program. Mr. Timmins reported that the main
mineral vein on the Saucy claims narrowed in width and had decreasing gold
values. Mr. Timmins advised that it is normal for this type of quartz vein to
exhibit pinching and swelling with variable gold values. Based on the work on
the Saucy claims and on information contained in previously reported work on
ground adjacent to the Saucy claims, Mr. Timmins reported that the vein
structure on the Saucy claims may extend into a wider vein on the adjacent areas
which reportedly carry significant gold values. Based on that conclusion, Mr.
Timmins recommended that we acquire the Salsa claims. Mr. Timmins also
recommended that we conduct a work program on the Salsa mineral claims
consisting of blasting, sampling, prospecting, geological mapping and assays at
an estimated cost of $7,000.
PLAN OF OPERATIONS
Our business plan is to follow the recommendations of our consulting geologist
and proceed with completion of the work program recommended for the Salsa
mineral claims at an estimated cost of $7,000.
We anticipate that we will incur $15,000 in operating expenses over the next
twelve months. Operating expenses will include mineral claims renewal and
professional legal and accounting expenses associated with being a reporting
issuer under the Securities Exchange Act of 1934.
Our total expenditures over the next twelve months are anticipated to be
approximately $22,000. Our present cash reserves are not sufficient for us to
carry out our plan of operations without additional financing. Our directors
have made an oral commitment to loan us the necessary funds to complete our
business plan, however they are under no obligation to do so. We do not have
any other financing arrangements in place and there is no assurance that we will
be able to secure the necessary financing.
In the next twelve months, we do not plan to make any purchases or sales of
significant equipment, nor do we plan to make any significant changes in our
number of employees.
RESULTS OF OPERATIONS FOR PERIOD ENDING MAY 31, 2004
We did not earn any revenues during the period ending May 31, 2004. We do not
anticipate earning revenues until such time as we enter into commercial
production of our mineral properties. We are presently in the exploration stage
of our business and we can provide no assurance that we will discover
commercially exploitable levels of mineral resources on our properties, or if
such deposits are discovered, that we will enter into further substantial
exploration programs.
We incurred operating expenses in the amount of $7,496 for the nine months ended
May 31, 2004 compared to $43,103 for the nine months ended May 31, 2003. We also
incurred operating expenses of $460 for the three months ended May 31, 2004
compared to $9,580 for the three months ended May 31, 2003. The reduction in
expenses is primarily due to reduced professional fees. We anticipate our
operating expenses will increase as we undertake our plan of operations. The
increase will be attributable to our beginning of the geological exploration
program on the Salsa mineral claims and the professional fees to be incurred in
complying with the reporting requirements under the Securities Exchange Act of
1934.
LIQUIDITY AND CAPITAL RESOURCES
We have no cash or working capital as of May 31, 2004. At August 31, 2003, the
end of our last fiscal year, we had cash of $1,014 and a working capital deficit
of $11,479. We estimate the geological exploration program will cost
approximately $10,000. Our working capital is insufficient to pay for the costs
of our exploration programs. Our directors have made an oral commitment to
provide adequate funding to enable us to complete the exploration programs.
However, our directors are under no legal obligation to do so.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue any extensive exploration activities. For these reasons,
there is substantial doubt that we will be able to continue as a going concern.
ITEM 3. CONTROLS AND PROCEDURES.
Iguana has adopted and implemented internal disclosure controls and procedures
designed to provide reasonable assurance that all reportable information will be
recorded, processed, summarized and reported within the time period specified in
the SEC's rules and forms. Under the supervision and with the participation of
Iguana's management, including Iguana's Chief Executive Officer and Chief
Financial Officer, Iguana has evaluated the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Exchange Act
Rule 13a-15(e) as of the end of the fiscal quarter covered by this report.
Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer have concluded that these disclosure controls and procedures are
effective. There were no changes in Iguana's internal controls or in other
factors during or since the end of the fiscal quarter covered by this report
that have had a material effect or are reasonably likely to have a material
effect on internal controls subsequent to the end of the fiscal quarter covered
by this report.
ITEM 6. REPORTS ON FORM 8-K.
We did not file any Current Reports on Form 8-K during our fiscal quarter ended
May 31, 2004.
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
IGUANA VENTURES LTD.
Date: June 7, 2005
By: /s/ Randy White
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Randy White
Director
By: /s/ Murray Fleming
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Murray Fleming
President and Director
Exhibit 31.1
CERTIFICATION FOR QUARTERLY REPORTS ON FORM 10-QSB
I, Murray Fleming, Chief Executive Officer of Iguana Ventures Ltd., certify
that:
1. I have reviewed this quarterly report on Form 10-QSB of Iguana Ventures
Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of May 31, 2004 (the "Evaluation Date");
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
my most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely the registrant's ability to record,
process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal
controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 7, 2005 /s/ Murray Fleming
------------------------
Murray Fleming, C.E.O.
Exhibit 31.2
CERTIFICATION FOR QUARTERLY REPORTS ON FORM 10-QSB
I, Murray Fleming, C.F.O. of Iguana Ventures Ltd., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Iguana Ventures
Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of May 31, 2004 (the "Evaluation Date");
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
my most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely the registrant's ability to record,
process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal
controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 7, 2005 /s/ Murray Fleming
-------------------------------------------
Murray Fleming, Chief Financial Officer
Exhibit 32.1
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF
TITLE 18, UNITED STATES CODE)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a)
and (b) of section 1350, chapter 63 of Title 18, United States Code), each of
the undersigned officers of Iguana Ventures Ltd., a Nevada corporation (the
"Company"), does hereby certify with respect to the Quarterly Report of Iguana
Ventures Ltd. on Form 10-QSB for the third quarter of 2004 as filed with the
Securities and Exchange Commission (the "10-QSB Report") that:
(1) the 10-QSB Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the 10-QSB Report fairly presents, in
all material respects, the financial condition and results of operations of
Iguana Ventures Ltd.
Dated: June 7, 2005 Iguana Ventures Ltd.
/s/ Murray Fleming
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Murray Fleming
Chief Executive Officer
/s/ Murray Fleming
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Murray Fleming
Chief Financial Officer