10-Q 1 form10q.htm QUARTERLY REPORT Intervia Inc.: Form 10-Q - Filed by newsfilecorp.com

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

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2012
or

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

For the transition period from _____________________ to _____________________

Commission File Number 000-52010

INTERVIA INC.
(Exact name of registrant as specified in its charter)

Nevada N/A
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
   
 3702 South Virginia Street, Suite G12-401, Reno, Nevada 89502
(Address of principal executive offices) (Zip Code)

202.470.4608
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] YES     [   ] NO

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

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

Large accelerated filer [   ] Accelerated filer [   ]
Non-accelerated filer [   ]
(Do not check if a smaller reporting company)
Smaller reporting company [X]

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[   ] YES     [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

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

15,740,000 common shares issued and outstanding as of June 13, 2012.


Table of Contents

PART I - FINANCIAL INFORMATION 3
     
Item 1. Financial Statements 3
     
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5
     
Item 3. Quantitative Disclosures About Market Risks 12
     
Item 4. Controls and Procedures 12
     
PART II - OTHER INFORMATION 13
     
Item 1. Legal Proceedings 13
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13
     
Item 3. Defaults Upon Senior Securities 13
     
Item 4. Mine Safety Disclosures 13
     
Item 5. Other Information 13
     
Item 6. Exhibits 14
     
SIGNATURES 15

2


PART I - FINANCIAL INFORMATION

Item 1.        Financial Statements

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

3


INTERVIA INC.

(A Development Stage Company)

CONDENSED FINANCIAL STATEMENTS

April 30, 2012
(Stated in US Dollars)
(Unaudited)

 

Condensed Balance Sheets F–1
   
Condensed Statements of Operations F–2
   
Condensed Statements of Cash Flows F–3
   
Notes to Condensed Financial Statements F–4

4


INTERVIA INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
(Stated in US Dollars)

    April 30,     January 31,  
    2012     2012  
    Unaudited        
ASSETS    
             
CURRENT ASSETS            
   Cash $  37,025   $  66,341  
   Prepaid expenses   1,352     1,352  
        TOTAL CURRENT ASSETS   38,377     67,693  
             
RESOURCE PROPERTY   50,000     50,000  
             
TOTAL ASSETS $  88,377   $  117,693  
             
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT   
             
CURRENT LIABILITIES            
   Accounts payable and accrued liabilities $  8,678   $  35,224  
   Due to related parties   106,468     106,308  
             
         TOTAL LIABILITIES   115,146     141,532  
             
             
STOCKHOLDERS’ DEFICIT            
Capital stock            
     Authorized
           75,000,000 common shares, $0.001 par value, 
     Issued and outstanding 
          15,740,000 common shares (January 31, 2012 – 15,600,000)
  15,740     15,600  
Stock subscriptions payable   -     70,000  
Additional paid-in capital   328,720     258,860  
Deficit accumulated during the development stage   (371,229 )   (368,299 )
             
TOTAL STOCKHOLDERS’ DEFICIT   (26,769 )   (23,839 )
             
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $  88,377   $  117,693  

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

F-1


INTERVIA INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(Stated in US Dollars)
(Unaudited)

    Three     Three     February 2,  
    months     months     2005  
    ended     ended     (Inception) to  
    April 30,     April 30,     April 30,  
    2012     2011     2012  
                   
Operating expenses                  
   Donated services $  -   $  -   $  4,500  
   Exploration expenses   -     12,834     73,648  
   Professional fees   2,269     10,702     267,933  
   General and administrative   661     5,071     25,148  
                   
Net loss $  (2,930 ) $   (28,607 ) $ (371,229 )
                   
Basic and diluted loss per share $  (0.00 ) $ (0.00 )      
                   
Weighted average number of shares outstanding – basic and diluted   15,724,444     11,185,393      

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

F-2


INTERVIA INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(Stated in US Dollars)
(Unaudited)

                February 2,  
    Three months     Three months     2005  
    ended     ended     (Inception) to  
    April 30,     April 30,     April 30,  
    2012     2011     2012  
                   
Operating Activities                  
   Net loss $  (2,930 $ (28,607 ) $ (371,229 )
   Adjustments to reconcile net loss to net cash used by operating activities:            
         Donated capital   -     -     4,500  
         Expenses paid by Company shareholder   160     -     9,190  
Changes in working capital:                  
         Prepaid expenses   -     -     (1,352 )
         Accounts payable and accrued liabilities   (26,546 )   (3,383 )   8,678  
                   
Net cash used in operating activities   (29,316 )   (31,990 )   (350,213 )
                   
Investing Activities                  
   Acquisition of resource property   -     -     (50,000 )
                   
Net cash used in investing activities   -     -     (50,000 )
                   
Financing Activities                  
   Proceeds from related party payable   -     -     97,278  
   Proceeds from the issuance of capital stock   -     -     170,000  
   Proceeds from stock subscriptions payable   -     -     169,960  
                   
Net cash provided by financing activities   -     -     437,238  
                   
Net Increase (Decrease) in Cash   (29,316 )   (31,990 )   37,025  
                   
Cash at Beginning of Period   66,341     33,908     -  
                   
Cash at End of Period $  37,025   $  1,1918   $  37,025  
                   
Supplemental Disclosures of Cash Flow Information                  
                   
Cash Paid For:                  
     Interest $  -   $  -   $  -  
     Income taxes $  -   $  -   $  -  
                   
Non-Cash Financing Activities:                  
     Common stock issued for subscriptions payable $  70,000   $  99,960   $  169,960  

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

F-3


INTERVIA INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
April 30, 2012
(Stated in US Dollars)
(Unaudited)

1.    NATURE OF BUSINESS

Intervia, Inc. (the “Company”) was incorporated in the State of Nevada on February 2, 2005. The Company was previously in the business of developing fuel cell products in China. During fiscal 2008, the Company suspended the development of their fuel cell products due to the inability to raise sufficient additional financing. Management is currently focusing on identifying, evaluating and negotiating new business opportunities.

The Company is considered to be an exploration stage company and has not generated any revenues from operations. The Company’s shares were de-listed from the OTC-BB subsequent to filing the Form 10-Q for the period ended October 31, 2008. The Company has not been in compliance with the filing requirements of the Securities Exchange Commission (“SEC”). The Company is currently in the process of completing all the required filings with the SEC to enable the Company to reinstate its shares for trading on the OTC-BB. The Company will obtain additional funding by borrowing funds from its director and officer, or by private placement of common stock. There can be no assurance that the Company will be successful in its efforts to raise additional financing or if financing is available, that it will be on terms that are acceptable to the Company.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of April 30, 2012, the Company has not yet achieved profitable operations and has accumulated a deficit of $371,229 since inception. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time which raises substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Management is also aware that material uncertainties exist, related to current economic conditions, which could cast doubt about the entity’s ability to continue to finance its activities. It is expected that the Company will incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.

2.    BASIS OF PRESENTATION

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended January 31, 2012 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended April 30, 2012 are not necessarily indicative of the results that may be expected for the year ending January 31, 2013.

Management has evaluated events occurring between the end of the fiscal quarter, April 30, 2012, to the date when the financial statements were issued.

F-4


INTERVIA INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
April 30, 2012
(Stated in US Dollars)
(Unaudited)

3.    SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at April 30, 2012, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's January 31, 2012 audited financial statements. The results of operations for the period ended April 30, 2012 and 2011 are not necessarily indicative of the operating results for the full year.

4.    RELATED PARTY TRANSACTIONS

As of January 31, 2011, the Company owed $77,943 to related parties. During the year ended January 31, 2012, the Company received $19,335 in additional cash loans from related parties, and had $9,030 in expenses paid on its behalf by related parties. During the period ended April 30, 2012, the Company had $160 in expenses paid on its behalf by related parities. The amount owing is unsecured, bears no interest, and due on demand. All related party transactions are measured at the exchange amount which is the amount of consideration agreed to by the related parties.

5.    COMMON STOCK

The Company is authorized to issue 75,000,000 shares of its $0.001 par value common stock. At April 30, 2012 and January 31, 2012, the Company had 15,740,000 and 15,600,000 shares issued and outstanding respectively. At April 30, 2012 and January 31, 2012 the Company had no issued or outstanding stock options or warrants.

At January 31, 2011, the Company had received $99,960 in advance for the issuance of 12,000,000 shares of common stock at a price of $0.00833 per share. On March 4, 2011, these shares of common stock were issued in full satisfaction of the stock subscription payable.

On July 14, 2011, the Company issued 100,000 shares of capital stock for cash at $1.00 per share, for an aggregate value of $100,000.

At January 31, 2012, the Company had received $70,000 in advance for the issuance of 140,000 shares of common stock at a price $0.50 per share. On February 10, 2012, these shares of common stock were issued in full satisfaction of the stock subscription payable.

F-5


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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

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

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

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

Corporate Overview

The address of our principal executive office is 3702 South Virginia Street, Suite G12-401, Reno, NV 89502. Our telephone number is (202) 470-4608.

Corporate History

We were incorporated in the State of Nevada on February 2, 2005. Our original business plan was to develop fuel cell technology and produce fuel cells in China for indoor forklifts, scooters, underwater equipment (e.g. shallow underwater sightseeing submarines) that require a small size, longevity of use and silent operation. During fiscal 2008 we suspended the development of our products and business plan until we were able raise sufficient additional financing.

Since the suspension of our original business plan, our management had been analyzing various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares.

5


On July 15, 2010, we entered into an option agreement to purchase a 100% interest in the Proteus Property located near Cobalt, Ontario, an area known historically for the mining of silver ore. As a result of the option agreement for the Proteus Property, we became a mineral exploration company and presently endeavor to plan and implement an exploration program for the Proteus Property commencing in the fall of 2012. We currently maintain nominal operations and are seeking additional sources of financing or collaborators to further the development of our business plan.

Our Current Business

During our last two fiscal years, we were a company with no operations.

On July 15, 2010, we entered into an option agreement to purchase a 100% interest in the Proteus Property located near Cobalt, Ontario, an area known historically for the mining of silver ore. The Proteus Property consists of three mineral claims comprised of nine units. In order to acquire the property pursuant to the agreement, we must make the following cash payments and incur the following amounts on exploration and development:

  a)

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

     
  b)

an additional $25,000 cash (paid) and incur $75,000 (of which the company has prepaid $1,352 and incurred $73,648) in exploration expenditures by July 15, 2011;

     
  c)

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

     
  d)

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

The Proteus Property is subject to a 2% net smelter royalty, which our company has the right to purchase in 25% increments for $500,000, on or before 12 months from the date of entering into production.

As a result of the option agreement for the Proteus Property, we became a mineral exploration company and presently endeavor to plan and implement an exploration program for the Proteus Property commencing in the fall of 2012. Currently, however, we currently maintain nominal operations and are seeking additional sources of financing or collaborators to further the development of our business plan.

Research and Development

We do not currently have a formal research and development effort. We did not spend any funds on research and development during the last two fiscal years.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending April 30, 2013.

Employees

Currently, we do not have any employees. Additionally, we have not entered into any consulting or employment agreements with our president, chief executive officer, treasurer, secretary or chief financial officer. Our directors, executive officers and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.

6


Plan of Operation

You should read the following discussion of our financial condition and results of operations together with our reviewed but unaudited financial statements and the notes to those reviewed but unaudited financial statements included elsewhere in this filing prepared in accordance with accounting principles generally accepted in the United States. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements.

Anticipated Cash Requirements

Based on our net loss of $2,930 incurred during the three month period ended April 30, 2012, our monthly burn rate is approximately $2,930. Approximately $Nil or 0% of our expenses during that period are attributable to expenses incurred to advance our exploration program and in satisfaction of the annual work assessment requirements for the Proteus Property. We intend to conduct exploration activities on our newly optioned property beginning in the summer of 2012. We estimate our operating expenses and working capital requirements for the twelve month period beginning May 1, 2012 to be as follows:

Estimated Expenses for the Twelve Month Period Beginning July 1, 2012:

Operating Expenses      
Professional Fees $  60,000  
Transfer and Filing Fees $  10,000  
Contingency $  30,000  
       
Subtotal $  100,000  
       
Exploration      
       
Phase One      
Line-Cutting $  16,000  
VLF-EM Geophysical Surveying $  3,500  
Magnetic Geophysical Surveying $  3,500  
IP-EM Geophysical Surveying $  32,000  
Reports Drafting and Maps $  1,500  
Road Access Brush Trimming $  4,000  
Excavation (Road) $  4,000  
Grading $  1,000  
Power Stripping and Power Washing (Road) $  10,000  
Mobilization/Demobilization of Heavy Equipment $  7,500  
Field Assistant/Prospector (4 Months) $  7,500  
Geologist (4 months $  20,000  
Summary Report $  3,000  
Subtotal $  113,500  
       
Option Payment (Due June 15, 2012) $  125,000  
       
Phase Two Exploration Program /Unallocated Reserve $  261,500  
       
Total $  600,000  

7


At present, our cash requirements for the next 12 months (beginning May 1, 2012) outweigh the funds available to maintain our operations or to maintain or develop our properties. Of the $600,000 that we require for the next 12 months, we had $37,025 in cash as of April 30, 2012, and a working capital deficit of $76,769. In order to improve our liquidity, we plan to pursue additional equity financing from private investors or possibly a registered public offering. We do not currently have any definitive arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us. To that end, we estimate that the cost of maintaining nominal corporate operations will be approximately $9,772 per month or $117,264 over 12 months.

Results of Operations

Three months ended April 30, 2012 compared to three months ended April 30, 2011.

    Three months     Three months  
    ended     ended  
    April 30,     April 30,  
    2012     2011  
Revenue $  Nil   $  Nil  
Operating Expenses $  2,930   $  28,607  
Net Income (Loss) $  (2,930 ) $  (28,607 )

Expenses

Our operating expenses for the three month periods ended April 30, 2012 and April 30, 2011 are outlined in the table below:

    Three months     Three months  
    ended     ended  
    April 30,     April 30,  
    2012     2011  
Exploration $  Nil   $  12,834  
Professional fees $  2,269   $  10,702  
General and administrative $  661   $  5,071  

Operating expenses for the three months ended April 30, 2012 decreased by 89.76% as compared to the comparative period in April 30, 2011 primarily as a result of decreased exploration expenses, professional fees and general and administrative expenses.

Revenue

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

8


Liquidity and Capital Resources

Working Capital

    As at     As at     Percentage  
    April 30,     January 31,     Increase/  
    2012     2012     (Decrease)  
Current Assets $  38,377   $  67,693     (43.30 )%
Current Liabilities $  115,146   $  141,532     (18.64 )%
Working Capital (deficiency) $  (76,769 ) $  (78,839 )   (2.62 )%

Cash Flows

    Three Months     Three Months        
    Ended     Ended        
    April 30,     April 30,        
    2012     2011        
Net cash (used in) operating activities $  (29,316 ) $  (31,990 )      
Net cash provided by financing activities $  Nil   $  Nil        
Net cash (used in) investing activities $  Nil   $  Nil        
Increase (decrease) In Cash $  (29,316 ) $  (31,990 )      

Our net cash used by operating activities for the three months ended April 30, 2012 was $29,316 compared with $31,990 for the three months ended April 30, 2011. Our management believes that we will need additional funding in order to meet our operating expenses.

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.

Future Financings

We will require additional funds to implement our growth strategy in our new business. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis should it be required, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

Off-Balance Sheet Arrangements

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

9


Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

The accompanying financial statements have been prepared by our company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at April 30, 2012, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in our company's January 31, 2012 audited financial statements. The results of operations for the period ended April 30, 2012 and 2011 are not necessarily indicative of the operating results for the full year.

Risk Factors

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

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

We had cash in the amount of $37,025 as of April 30, 2012. We anticipate that we will require additional financing in order to perform our anticipated exploration program. Further, we anticipate that we will not have sufficient capital to fund our ongoing operations for the next 12 months. We may be required to raise additional financing for a particular in order to perform our anticipated exploration program. We would likely secure any additional financing necessary through loans from related or third parties.

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

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

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

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

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

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

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

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

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

We have not generated any revenues since our inception and we will continue to incur operating expenses without revenues until we are in commercial deployment. Our net loss from February 2, 2005 (date of inception) to April 30, 2012 was $371,229. We had cash of $37,025 as of April 30, 2012. We currently do not have any operations and we have no income. We estimate our average monthly operating expenses to be approximately $9,772 each month. We cannot provide assurances that we will be able to successfully explore and develop our business. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors’ report on our audited financial statements for the year ended January 31, 2012. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.

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Risks Associated with Our Common Stock

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

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

Trends, Risks and Uncertainties

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

Item 3.        Quantitative Disclosures About Market Risks

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.        Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.        Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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

At January 31, 2012, we received $70,000 in advance for the issuance of 140,000 shares of common stock at a price $0.50 per share. On February 10, 2012, these shares of common stock were issued in full satisfaction of the stock subscription payable. We have issued all of these shares to one non-US person pursuant to an exemption from registration relying on Regulation S of the Securities Act of 1933.

Item 3.        Defaults Upon Senior Securities

None.

Item 4.        Mine Safety Disclosures

Not applicable.

Item 5.        Other Information

None.

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Item 6.        Exhibits

Exhibit Description
Number

 

 

(3)

Articles of Incorporation and Bylaws

 

 

3.1

Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on May 8, 2006)

 

 

3.2

Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on May 8, 2006)

 

 

3.3

Amended and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed on February 12, 2009)

 

 

(10)

Material Contracts

 

 

10.1

Option Agreement dated July 15, 2010 (incorporated by reference to our Annual Report on Form 10-K filed on December 16, 2010)

 

 

(14)

Code of Ethics

 

 

14.1

Code of Ethics (incorporated by reference to our Annual Report on Form 10-KSB filed on May 9, 2008)

 

 

(31)

Rule 13a-14(a) / 15d-14(a) Certifications

 

 

31.1*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

 

 

(32)

Section 1350 Certifications

 

 

32.1*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

 

 

101**

Interactive Data File

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

*

Filed herewith.

   
**

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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SIGNATURES

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

  INTERVIA INC.
  (Registrant)
   
   
Dated: June 14, 2012 /s/ Patrick Laferriere
  Patrick Laferriere
President, Secretary, Chief Financial Officer and Director
  (Principal Executive Officer, Principal Financial Officer
  and Principal Accounting Officer)

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