UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-28481
INTERCONTINENTAL RESOURCES, INC.
--------------------------------------------------------------
(Name of small business issuer in its charter)
NEVADA 86-0891931
--------------------------------------- ------------------------
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9454 Wilshire Blvd., Suite 301, Beverly Hills, California 90212
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(Address of principle executive offices) (Zip Code)
(310) 887-4416
--------------------------
(Issuer's telephone number)
ANGLOTAJIK MINERALS, INC
15760 Ventura Blvd., Suite 700, Encino, California
------------------------------------------------------
(Former name, former address, and former fiscal
year, if changed since last report)
Securities registered under Section 12(b) of the Exchange Act:
None.
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001 per share
-i-
Check whether the issuer (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 the filing
requirements for at least the past 90 days. (1) Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in rule 12b-2 of the Exchange Act.) [X] Yes [ ] No
Issuer's revenues for its most recent fiscal year: $0.
The average bid and asked price of common equity, within the past 60 days
from December 29, 2006 was $.005.
As of March 26, 2007 Issuer had 51,820,458 shares of its $0.001 par value
common stock outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
Documents incorporated by reference: None
-ii-
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
BACKGROUND OF THE COMPANY
Intercontinental Resources, Inc, formerly known as Anglotajik Minerals,
Inc., (the "Company") was incorporated August 1, 1997 in Nevada as Meximed
Industries to develop and produce a non-reusable medical syringe. We later
abandoned that business, as we lacked sufficient capital resources. In January
1999 we changed our name to Digital Video Display Technology Corp. and obtained
a license to market a patented audio video jukebox technology in Canada and in
five U.S. states. However, disagreements arising out of contractual
relationships impeded the development of the business. In July 2001 we changed
our name to Iconet, Inc. in connection with a proposal to build the jukeboxes
and sell them back to the licensor of the technology, but owing to changing
technology and to disagreements among our board as to the future direction the
company should take, we eventually abandoned that business as well.
In June of 2002 we resolved to investigate some possible opportunities in
mineral exploration. We optioned a property in Ontario, Canada, but after our
due diligence investigation we elected not to proceed and mutually rescinded the
agreement.
In June of 2003 our board appointed Mr. Matthew Markin as president and as
a director to replace Randy Miller. Mr. Miller also resigned as director, so
that Mr. Markin became the sole executive officer and director of the Company.
Mr. Miller's resignation was voluntary to pursue other interests, and not as a
result of any dispute with the Company.
In July of 2003, we adopted a plan of reorganization whereby our common
stock was reverse split by a ratio of 1-for-143. Shortly thereafter, we effected
a 2-for-1 forward split. (See "Changes in Securities" below.) For the reader's
convenience, references to stock transactions throughout this Annual Report are
expressed in terms of their post-split equivalents, unless we indicate otherwise
in the context.
BUSINESS OF THE COMPANY
We have suspended our proposed activities in mineral exploration in the
Republic of Tajikistan because our inability to secure funding, and are
currently exploring other business opportunities. Our ability to resume mineral
exploration, or to acquire or start another business, will likely depend upon
our success in raising capital through stock sales or some other means, of which
we cannot be certain.
We have suspended pursuing what we had perceived to be promising opportunities
in mineral exploration. Since mid-2003 we have been in negotiation with
officials of the Republic of Tajikistan to acquire interests in certain
properties that have known occurrences of valuable minerals, including gold,
silver, tungsten, aluminum, and perhaps others. We do not currently have a
producing mine or reserves of ore.
-1-
Tajikistan, in central Asia, was formerly part of the U.S.S.R., gaining its
independence in 1991. Tajikistan adopted a new constitution in 1994, which
restored the office of President, transformed the Soviet-era "Supreme Soviet"
into the Supreme Assembly, recognized civil liberties and property rights, and
provided for a judiciary. However, factionalism led to a five-year civil war,
which ended in a peace agreement in 1997 and a new republican government, with
executive and legislative branches and a judiciary, implemented in 2000.
Attention in the wake of the war in Afghanistan has brought increased economic
development assistance, which analysts believe could create jobs and increase
stability in the long term. The country is seeking World Trade Organization
membership and has joined NATO's Partnership for Peace.
Tajikistan is known to have significant natural resources, including
hydropower, uranium, some petroleum, mercury, brown coal, lead, zinc, antimony,
tungsten, silver, and gold. The civil war (1992-1997) severely damaged the
already weak economic infrastructure and caused a sharp decline in industrial
and agricultural production. Since the war, however, economic growth has been
steady, with a rate of 5% for the year 2002 (estimated). A debt restructuring
agreement was reached with Russia in December 2002, which included an interest
rate of 4%, a 3-year grace period, and a US$49.8 million credit to the Central
Bank of Tajikistan. A number of foreign corporations are currently active in
Tajikistan in the exploration, development, and production stages.
We no longer are engaged in discussions with officials of the government of
Tajikistan regarding the acquisition of exploration rights to certain properties
where mineral deposits are known to exist. In March of 2004 we completed a
formal agreement with the Tajikistan Ministry of Industry granting us exclusive
mineral exploration and development rights in a 400 square kilometer area of
southeastern Tajikistan known as the Rushan Complex. See Item 2 - Description of
Property.
We had entered into key-employee contracts with two Tajik nationals who
will assist us in business development there, to include establishing and
managing our Tajikistan offices and corporate infrastructure, liaison with the
appropriate ministers and other federal and local governmental authorities,
translation, and various other functions which may be important or essential to
the establishment and continuation of our proposed exploration activities (see
"Employees" below). At an appropriate future date, we intend to either employ or
contract appropriate experts in the field of mineral exploration.
Subsequent to the period covered by this report, we employed Dr. Vladislav
Minaev as our Chief Geologist. We understand Dr. Minaev to be Tajikistan's
recognized leading authority on the Rushan Complex, as he was originally
involved in the Pamir Expedition's exploration of the property during 1971-77.
He continued to work on the property throughout the further exploration and
independent study performed by Kilborn Engineering in 1997-98. Dr. Minaev was
introduced to us and recommended by the Minister of Industry during Management's
most recent trip to Dushanbe.
-2-
We currently have no cash or sources of financing. Our President has
advanced funds to us for our business planning activities, but is under no
obligation to continue to do so. We are attempting to obtain equity financing in
the form of a private placement of our stock so that we can commence resume
mineral exploration, or to acquire or start another business, will likely depend
upon our success in raising capital through stock sales or some other means, of
which we cannot be certain.
FACILITIES
We currently occupy office space provided to us at no cost by our
President, Matthew Markin. Mr. Markin is under no obligation to continue to
provide us free office space for any period of time in the future. Our offices
are located at 9454 Wilshire Blvd., Ste 301, Beverly Hills, California 90212.
Our telephone number is (310) 887-4416 and our fax number is (310)887-4417.
EMPLOYEES
We currently have no employees except for the one director.
RISK FACTORS
An investment in our securities involves certain risks, including those
enumerated below. You should consider the following specific risks before making
an investment in our securities.
WE MAY NOT BE ABLE TO CONTINUE IN BUSINESS.
Our independent auditor's report for the year ended December 31, 2006
expresses substantial doubt about our ability to continue as a going concern.
Inasmuch as we are in the exploration stage and do not know when, if ever, we
will generate revenues from operations, unless we raise additional capital or
obtain some other source of funding, we will have to discontinue operations
which could result in a loss on your investment.
OUR CURRENT MANAGEMENT LACKS EXPERIENCE IN THE BUSINESS OF MINERAL EXPLORATION.
Our Directors and Executive Officers lack significant experience or
technical training in exploring for precious mineral deposits and developing
mines. We intend to recruit management and advisory personnel who have such
experience, but until we do our management may not be fully aware of many of the
specific requirements related to working within this industry. Their decisions
and choices may not take into account standard engineering or managerial
approaches such as mineral exploration companies commonly use. Thus, our
operations, earnings, and ultimate financial success could suffer irreparable
harm due to management's lack of experience in the industry.
-3-
OUR SOLE EXECUTIVE OFFICER AND DIRECTOR MAY NOT BE ABLE TO DEVOTE ADEQUATE TIME
TO OUR BUSINESS.
Our sole executive officer, Matthew Markin, is engaged and may continue to
engage in other business activities that may make demands on his working hours
that are in conflict with our needs. We cannot be certain that any such
conflicts will be resolved in our favor. It is possible that such conflicts
could prove detrimental to our business.
WE EXPECT TO ISSUE ADDITIONAL COMMON SHARES IN THE FUTURE WHICH WOULD DILUTE THE
OUTSTANDING SHARES.
As of December 31, 2006, approximately 281,881,035 shares of our common
stock were authorized but un-issued. The 699,301 reserved for the possible
exercise of options has been rescinded as of November 15, 2006 when the Company
decided to cancel all stock option plans that provide for stock-based employee
compensation, including the granting of stock options, to certain key employees.
The approximately 281,881,035 shares may be issued in the future without
stockholder approval. The prices at which we sell these securities and other
terms and provisions will depend on prevailing market conditions and other
factors in effect at that time, all of which are beyond our control. Shares may
be issued at prices which are less than the then-current market price of our
common stock.
WE HAVE NO MINING OPERATIONS, AND DO NOT KNOW IF WE WILL EVER REACH THE
DEVELOPMENT STAGE.
We currently have no revenues from operations, no mining operations, and no
reserves. We may never reach the development stage, and if we do investors in
our shares will face additional risks, hazards and uncertainties, including gold
bullion losses, environmental hazards, industrial accidents, labor disputes,
unusual or unexpected geological formations or other geological or grade
problems, unanticipated ground or water conditions, cave-ins, pit wall failures,
flooding, rock falls, periodic interruptions due to inclement or hazardous
weather conditions, other unfavorable operating conditions and other acts of
God. Such risks could result in damage to or destruction of mineral properties
or costs that make further activities prohibitively expensive.
FORWARD LOOKING STATEMENTS
This Current Report contains "forward-looking statements." Forward-looking
statements involve known and unknown risks and uncertainties that may cause the
company's actual results in future periods to differ materially from forecasted
results. These may include statements contained under "Risk Factors,"
"Management's Discussion and Analysis" and "Business." The following statements
are or may constitute forward-looking statements:
-4-
o statements before, after or including the words "may," "could,"
"should," "believe," "expect," "future," "potential," "anticipate,"
"intend," "plan," estimate" or "continue" or the negative or other
variations of these words; and
o other statements about matters that are not historical facts.
We may be unable to achieve future results covered by the forward-looking
statements. The statements are subject to risks, uncertainties and other factors
that could cause actual results to differ materially from the future results
that the statements express or imply. Please do not put undue reliance on these
forward-looking statements, which speak only as of the date of this Current
Report. In particular, as an exploration stage company our future is highly
uncertain.
ITEM 2. DESCRIPTION OF PROPERTY.
Our agreement with the government of the Republic of Tajikistan grants us
exclusive rights to explore, and if warranted to develop, sites of our choosing
within a 400 square kilometer area of southeastern Tajikistan known as the
Rushan Complex. A great deal has been reported about the geology and
mineralization of the region during a period of extensive exploration under the
former Soviet regime from 1970 through 1977. After studying the available
literature, including the comprehensive 1978 technical report of the "Pamir
Expedition", and an independent study in 1997-98 by Kilborn Engineering of
Alberta, we have elected to conduct further exploration in the mineralized zone
known as the IKAR Deposit.
The Pamir Expedition identified 10 "mineralized zones" in the IKAR Deposit,
of which six have been designated "ore bodies." To facilitate identification,
and because we have not evaluated the sites to determine the existence of
recoverable ores according to Western industry standards, we will use the term
"mineralized units" when referring to the structures the Soviet report
identifies as "ore bodies."
Subsequent to the period covered by this report, we elected to commence our
exploration activities in Tajikistan in the Ikar Deposit. The Soviet exploration
documents indicate this tungsten/gold deposit as having, on the surface, 8
mineralized segments which have been identified along a trend extending for
approximately 1km. Trenches 1m wide by 1m deep totaling 2183 meters, have been
excavated and sampled across mineralization which varies in width from 0.6 to
3.9 meters. An Adit (i.e., and underground passage), excavated at an elevation
level of 2770 meters is documented to be 2354 meters (2.35 Kilometers / 1.46
miles) deep consisting of 2m wide by 3m high drifts and crosscuts (horizontal
tunnels cut to gain access to the vein), some 160-340 meters beneath the surface
exposures. During this Soviet exploration period, diamond drilling was completed
from surface (5 holes totaling 1515 meters) and underground (17 horizontal holes
totaling 2737 meters and 12 holes angled down totaling 2978 meters) in all
totaling 7230 meters (7.23 kilometers / 4.493 miles).
-5-
The Soviet compilation of these exploration results indicate average grades
of various mineralized units that range from 2 - 9 gms/tonne gold, 2-9 gms/tonne
silver, 0.1 - 0.8% tungsten oxide, 0.1 - 0.4% copper and 0.05 - 0.4% cobalt.
These results were broadly confirmed by Kilborn Engineering, an independent,
internationally recognized North American mining and engineering corporation
based in Alberta, Canada, subject to certain qualifications on sample sizes and
exact locations. Soviet Exploration grades reported within the silver deposit
indicate mineralization ranging between several grams silver per tonne and
22,790 grams silver, per tonne. These were identified in fault and fracture
controlled quartz veins across widths varying between 0.5 to 1.5 meters. Many
veins and structures are listed within the 1978 Soviet exploration documents,
but maps and section identifications have not yet been made available. Current
evaluations regarding procedures to clarify and confirm these measurements to
western metal measurement standards are being addressed.
We have engaged Arctex Engineering Services to consult with us on the
development of an exploration plan for the IKAR Deposit and possibly other
properties.
Under the terms of our agreement with the Tajikistan Ministry of Industry
(the "Ministry") we are to submit an exploration plan and budget for each site
we propose to explore. At that time the Ministry and we will discuss and arrive
at an agreement as to royalty or other compensation arrangements in the event
the results of exploration warrant development of the property.
Although specifics of our proposed exploration plan remain to be
determined, in general we intend to follow the recommendations for exploration
of the IKAR Deposit contained in the Kilborn Engineering 1998-99 Report. Work
will be done to clean up all the overburden, reinforce and clean the original
Adit and commence a drilling program, which would be similar to the original
drilling program completed by the Pamir Expedition during it's exploration
program of 1971-77. The property will be drilled out according to the original
drill program and the new core will be split and samples will be assayed under
extreme security and stringent western assay principals. These assays would be
performed in countries outside of Tajikistan including Germany and Canada.
ITEM 3. LEGAL PROCEEDINGS.
Merrill Lynch Canada Inc. ("Merrill Lynch") filed suit against the Company
on June 26, 2001, seeking damages in connection with an alleged dispute related
to the sale of restricted shares of the Company's common stock to Merrill Lynch
by a non-affiliate stockholder. The case is captioned "Merrill Lynch vs.
Digitial Video Display Technology, and others" and is identified as Action No.
S-004012 in the Vancouver Law Court, Supreme Court of British Columbia.
-6-
Under the California Law, Statute of Limitation, the pending lawsuit has
expired.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders during the
period.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
We have one class of equity security designated as common stock, $.001 par
value, of which on December 31, 2006 51,820,458 shares were outstanding among 68
shareholders of record plus an unknown number of street name holders. Our common
stock is quoted on the Over-the-Counter Bulletin Board ("OTC-BB") using the
symbol "ICNR".
Following is a chart of the approximate high and low bid prices for our
shares during the indicated periods. The quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions.
Quarter End High Bid Low Bid
-------------------- --------------- ----------------
March 31, 2006 $ 0.006 $ 0.006
June 30, 2006 $ 0.0065 $ 0.0065
September 30, 2006 $ 0.004 $ 0.004
December 31, 2006 $ 0.0045 $ 0.0041
As of November 15, 2006, the Company has decided to rescind all stock option
plans that provided for stock-based employee compensation, including the
granting of stock options to certain key employees. The outstanding stock
options to purchase 699,301 common shares at $.21 per share until July 2011 has
been rescinded and there are no stock options open at December 31, 2006.
On August 1, 2003 we issued to 19 individuals a total of 16,999,984
restricted shares in settlement of principal and interest due on cash loans made
to the company in 2001. In accordance with an opinion of counsel, the shares
were deemed issued as of the dates of the original loans. Accordingly, the
shares may currently be eligible for resale pursuant to Rule 144(k) under the
Securities Act of 1933, as amended. To our knowledge, each of the 19 individuals
exercises sole voting and dispositive control over his or her shares, and there
is no voting agreement or other arrangement respecting the stock between or
among any of the individuals.
-7-
We have paid no dividends to date. The Board of Directors has the authority
to declare and pay dividends from available Company funds.
The transfer agent and registrar for our common stock is Pacwest Transfer
LLC, of Warrenton, Virginia.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Plan of Operation
We are in the development stage and have no revenues from operations, nor
do we expect revenues for the foreseeable future. To date, we have funded our
various business activities through advances from officers and stockholders and
through the issuance of equity stock. Our officers are under no obligation to
continue to provide advances to us.
We have no cash or cash equivalent resources, no lines of credit, nor any
other source of funds.
We have suspended our proposed activities in mineral exploration in the
Republic of Tajikistan because of our inability to secure funding, and are
currently exploring other business opportunities. Our ability to resume mineral
exploration, or to acquire or start another business, will likely depend upon
our success in raising capital through stock sales or some other means, of which
we cannot be certain."
If we sell equity stock to raise capital, our current stockholders will
experience substantial dilution of their shareholdings.
Uncertainty as to Certain Accounts Payable
After much review of our corporate files, books and records, we were unable
to locate invoices or documents to substantiate the Accounts Payables and
Related Parties from previous management carried on our books. We have concluded
during a regulatory review ending June 30, 2006 that the Accounts Payable and
Related Parties were stated in error and should be written off against Retained
Earnings.
December 31, 2006 versus 2005
Operating expenses for the period increased to $400,702 in 2006 compared to
$331,088 for the comparable period in 2005. As the company had no cash
resources, expenses were funded by issuance of common stock, by loans
subsequently settled by the issuance of our common stock, and by an increase in
the Related Party Payable account.
-8-
ITEM 7. FINANCIAL STATEMENTS.
Intercontinental Resources, Inc.
Formerly Anglotajik Minerals, Inc.
(A Company in the Development Stage)
FINANCIAL STATEMENTS
December 31, 2006 and 2005
-9-
C O N T E N T S
Report of Independent Registered Public Accounting Firm........
Balance Sheet..................................................
Statements of Operations.......................................
Statements of Stockholders' Deficit............................
Statements of Cash Flows.......................................
Notes to the Financial Statements..............................
-10-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Intercontinental Resources, Inc.
(formerly known as Anglotajik Minerals, Inc.)
Beverly Hills, California
We have audited the accompanying balance sheet of Intercontinental Resources,
Inc. (formerly Anglotajik Minerals, Inc.) as of December 31, 2006 , and the
related statements of operations, stockholders' deficit and cash flows for the
years ended December 31, 2006 and 2005, and for the period December 31, 1998
(inception) through December 31, 2006. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the PCAOB (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of Intercontinental Resources, Inc.
(formerly Anglotajik Minerals, Inc.), as of December 31, 2006 and the results of
its operations and its cash flows for the years ended December 31, 2006 and 2005
and for the period December 31, 1998 (inception) through December 31, 2006, in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 7 to the financial
statements, the Company has a working capital deficit and has suffered recurring
operating losses, which raises substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 7. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.
Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
March 30, 2007
-11-
Intercontinental Resources, Inc.
Formerly Anglotajik Minerals, Inc.
(A Company in the Development Stage)
Balance Sheet
December 31
ASSETS 2006
-------------------
Current Assets
Cash $ 86
-------------------
Other Current Assets
Advance to stockholder 2
-------------------
Total current assets 88
-------------------
Total assets 88
===================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accrued expenses 62,640
Accrued compensation 683,404
Interest payable 12,347
Note payable - current 28,343
Advances - related party 33,912
-------------------
Total current and total liabilities 820,646
-------------------
Commitments and contingencies -
Stockholders' Deficit
Common Stock, $.001 Par Value, 300,000,000
Shares Authorized; 51,820,458 Shares
Issued and Outstanding, respectively 51,820
Additional paid-in capital 4,639,080
Deficit accumulated during the development stage (5,511,458)
-------------------
Total Stockholders' deficit (820,558)
-------------------
Total liabilities and stockholders' deficit $ 88
===================
The accompanying notes are an integral part of these financial statements.
-12-
Intercontinental Resources, Inc.
Formerly Anglotajik Minerals, Inc.
(A Company in the Development Stage)
Statements of Operations
Cumulative During
the Exploration
For the Years Ended Stage
December 31, December 31,
2006 2005 2006
-------------- ------------- -----------------
Revenue - - -
-------------- ------------- -----------------
Operating Costs and Expenses
Operating and administrative expenses $ 398,150 $ 328,536 $ 5,351,292
Depreciation expense - - 5,562
Amortization expense - - 16,500
Total operating costs and expenses 398,150 328,536 5,373,354
-------------- ------------- -----------------
Loss from operations (398,150) (328,536) (5,373,354)
Non-operating Income
Dividend income - - 1,212
Gain on cancellation of contracts - - 90,604
Loss on disposal of assets - - (59,641)
-------------- ------------- -----------------
Total non-operating income - - 32,175
-------------- ------------- -----------------
Interest Expense (2,552) (2,552) (170,279)
----------------
-------------- ------------- -----------------
(400,702) (331,088) (5,511,458)
Net loss before income taxes
Provision for income taxes - - -
-------------- ------------- -----------------
Net loss $ (400,702) $ (331,088) $ (5,511,458)
============== ============= =================
Loss per common share - basic $ (0.01) $ (0.01)
Weighted average common shares - basic 38,683,027 35,425,663
The accompanying notes are an integral part of these financial statements.
-13-
Intercontinental Resources, Inc.
Formerly Anglotajik Minerals, Inc.
(A Company in the Development Stage)
Statements of Stockholders' Deficit
From December 31, 1998 through December 31, 2006
Common Stock Accumulated
-------------------------------------- Additional Deficit During
Deferred Paid-In Exploration
Shares Amount Subscribed Compensation Capital Stage
----------- ------------ ------------ --------------- --------------- -----------------
Issuance of shares to
Company's officers and
directors for cash
in August 1997 1,469 $ 2 - $ - $ 9,999 $ -
Net loss for the year ended
December 31, 1997 - - - - - (998)
----------- ------------ ------------ --------------- --------------- -----------------
Balance December 31, 1997 1,469 2 - - 9,999 (998)
Shares issued for cash at
$135.81 per share less
$5,365 issuance cost 1,469 1 - - 194,634 -
Shares issued for
distribution rights at
$136.05 per share 147 - - - 20,000 -
Net loss for the year ended
December 31, 1998 - - - - - (34,513)
----------- ------------ ------------ --------------- --------------- -----------------
Balance December 31, 1998 3,084 3 224,633 (35,511)
Cancellation of shares (1,615) 2 - - (19,998) -
Shares issued for patent
rights at $142.86 per share 140 - - - 20,000 -
Shares issued for services
at $147.06 per share 17 - - - 2,500 -
Net loss for the year ended
December 31, 1999 - - - - - (806,793)
----------- ------------ ------------ --------------- --------------- -----------------
Balance, December 31, 1999 1,626 1 - - 227,135 (842,304)
Shares issued for services
at $14,920.60 per share 5 - - - 74,603 -
Cancellation of shares for
patent rights (140) - - - (20,000) -
Shares issued for services
at $10,500.00 per share 7 - - - 73,500 -
Net loss for the year ended
December 31, 2000 - - - - - (1,305,397)
----------- ------------ ------------ --------------- --------------- -----------------
Balance, December 31, 2000 1,498 1 - - 355,238 (2,147,701)
-14-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Stockholders' Deficit
From December 31, 1998 through December 31, 2006
Common Stock Accumulated
-------------------------------------- Additional Deficit During
Deferred Paid-In Exploration
Shares Amount Subscribed Compensation Capital Stage
----------- ------------ ------------ --------------- --------------- -----------------
Shares issued to retire
accounts payable at
$100.10 per share 2,098 $ 2 - $ - $ 209,998 $ -
Shares issued to retire
accounts payable for
$1.52 per share 419,580 420 - 637,505 -
Shares issued for services
at $46.48 per share 13,986 14 - - 649,986 -
Deferred compensation for
issuance of 13,986 options - - - (400,000) 400,000 -
Deferred compensation expense - - - 20,000 - -
Net loss for the year ended
December 31, 2001 - - - - - (867,521)
----------- ------------ ------------ --------------- --------------- -----------------
Balance, December 31, 2001 437,162 437 - (380,000) 2,252,727 (3,015,222)
Shares issued for services
at $3.58 per share 20,979 21 - 74,979 - -
Shares issued for mining
rights at $3.58 per share 27,972 28 - 99,972 - -
Shares issued for cash
at $17.88 per share 13,986 14 - 249,986 - -
Shares issued for services
at $11.44 per share 27,972 28 - 319,972 - -
Shares issued for mining
rights at $3.58 per share 111,888 112 - 399,888 - -
Shares issued for services at
$11.44 per share 27,972 28 - 319,972 - -
Share subscribed to relieve
liabilities and services
at $1.00 per share - - 88,000 - - -
The accompanying notes are an integral part of these financial statements.
-15-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Stockholders' Deficit
From December 31, 1998 through December 31, 2006
Common Stock Accumulated
-------------------------------------- Additional Deficit During
Deferred Paid-In Exploration
Shares Amount Subscribed Compensation Capital Stage
----------- ------------ ------------ --------------- --------------- -----------------
Deferred compensation cost - $ - - $ 100,000 $ - $ -
Net loss for the year ended
December 31, 2002 - - - - - (772,010)
----------- ------------ ------------ --------------- --------------- -----------------
Balance, December 31, 2002 667,932 668 88,000 (280,000) 3,717,496 (3,787,232)
Shares issued to relieve
common stock subscribed 7,692 8 (88,000) - 87,992 -
Cancellation of shares for
mining rights (139,860) (140) - - (499,860) -
Shares issued for relief of
accrued expenses at $4.83
per share 2,797 3 - - 13,497 -
Shares issued to relieve
payables at $7.15 per share 13,986 14 - - 99,986 -
Shares issued to an officer to
relieve officer advances
at $0.35 per share 286,713 286 - - 99,714 -
Shares issued to an officer
for services at $0.36
per share 279,721 280 - - 99,720 -
Shares issued to relieve
interest payables at $0.009
per share 16,999,984 17,000 - - 133,519 -
Shares issued for services
at $0.37 per share 1,000,000 1,000 - - 369,000 -
Rounding due to 1:43 reverse
split and a 2:1 forward split 1,493 1 - - - -
Deferred compensation cost - - - 280,000 - -
Correction of prior period
error on accounts payable - - - - - 356,477
Correction of prior period
error on note payable -
related party - - - - - 450,465
----------- ------------ ------------ --------------- --------------- -----------------
Net loss for the year ended
December 31, 2003 - - - - - (1,386,188)
----------- ------------ ------------ --------------- --------------- -----------------
Balance, December 31, 2003 19,120,458 19,120 - - 4,121,063 (4,366,478)
-16-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Stockholders' Deficit
From December 31, 1998 through December 31, 2005
Common Stock Accumulated
-------------------------------------- Additional Deficit During
Deferred Paid-In Exploration
Shares Amount Subscribed Compensation Capital Stage
----------- ------------ ------------ --------------- --------------- -----------------
Net loss for the year ended
December 31, 2004 - - - - - (413,190)
----------- ------------ ------------ --------------- --------------- -----------------
Balance, December 31, 2004 19,120,458 19,120 - - 4,121,063 (4,779,668)
Shares issued to settle
accounts payable for
consulting services at
$0.009 per share 3,916,434 3,916 - - 30,369 -
Shares issued to settle
accounts payable for
printing and reproduction - - 31,320 -
services at $0.009
per share 3,916,434 3,916 - - 31,320 -
Shares issued to settle
debts to President and
shares issued for stock-
based compensation at
$0.017 per share 24,867,132 24,867 - - 456,328 -
Net loss for the year ended
December 31, 2005 - - - - - (331,088)
----------- ------------ ------------ --------------- --------------- -----------------
Balance, December 31, 2005 51,820,458 $ 51,820 - $ - $ 4,639,080 $ (5,110,756)
Net loss for the year ended
December 31, 2006 - - - - - (400,702)
----------- ------------ ------------ --------------- --------------- -----------------
Balance, December 31, 2006 51,820,458 $ 51,820 $ - $ - $ 4,639,080 $ (5,511,458)
=========== ============ ============ =============== =============== =================
The accompanying notes are an integral part of these financial statements.
-17-
Intercontinental Resources, Inc.
Formerly Anglotajik Minerals, Inc.
(A Company in the Development Stage)
Statements of Cash Flows
Cumulative
During the
Exploration
For the Years Ended Stage
December 31, December 31,
2006 2005 2006
------------ ------------ ---------------
Cash Flows from Operating Activities
Net loss $ (400,702) $ (331,088) $ (5,511,458)
Adjustment to reconcile net loss to
net cash used in operating activities: - - -
Stock issued for stock-based
employee compensation - 70,125 1,912,844
Stock issued for services - - 1,969,181
Amortization and depreciation
expense - - 22,062
Deferred compensation expense - - 400,000
Gain on cancellation of
amortization - - (90,604)
Loss on disposal of assets - - 59,641
Change in assets & liabilities:
Increase (decrease) in accounts
payable - - -
Increase (decrease) in wages
payable 330,228 234,427 609,556
Increase in interest payable 2,552 2,552 12,347
Increase in accrued expense 44,934 9,573 136,488
Net Cash used in operating
activities (22,988) (64) (479,943)
------------ ---------- ---------------
Cash Flow from Investing Activities
Acquisition of assets - - (65,203)
------------ ---------- ---------------
Net cash used in investing activities - - (65,203)
------------ ---------- ---------------
Cash Flow from Financing Activities
Proceeds received from issuance of
stock - 454,636
Proceeds received from advances
-related party 23,082 14,347 33,910
Proceeds from bank overdraft - (8) 30,591
Payment on bank overdraft (8) - (30,591)
Payment on line of credit - - (842,156)
Proceeds received from a note payable - - 28,343
Proceeds received from line of credit - - 870,499
------------ ---------- ---------------
Net cash provided by financing 86 (8) 545,232
activities
The accompanying notes are an integral part of these financial statements.
-18-
Intercontinental Resources, Inc.
Formerly Anglotajik Minerals, Inc.
(A Company in the Development Stage)
Statements of Cash Flows
Cumulative
During the
Exploration
For the Years Ended Stage
December 31, December 31,
2006 2005 2006
------------ ------------ ---------------
Net increase (decrease) in cash 86 (72) 86
Cash and cash equivalents at
(Inception) December 31, 2006 and 2005 - 72 -
------------ ------------ ---------------
Cash and cash equivalents at
December 31, 2006 and 2005 $ 86 $ - $ 86
============ ============ ===============
During the years ended December 31, 2006 and 2005, no amounts were paid for
either interest or income taxes.
In March 2005, the company issued restricted common shares to satisfy debts
occurred in 2003 and 2004. The company issued 3,916,434 in restricted common
shares for 2004 printing and reproduction expense valued at $35,237, as well as
3,916,434 in restricted common shares for 2004 consulting expense valued at
$34,285. The company issued 24,867,132 restricted common shares in lieu of the
company's debt to the President for 2003 and 2004 for wages payable of $320,773,
advance from shareholder of $47,376 and vacation accrued of $42,922, and 2005
wages payable of $66,000 and vacation accrued of $4,125.
On October 13, 2003, the company issued 1,000,000 common shares for legal
services valued at $370,000.
In August 2003 the company issued 16,999,984 common shares to shareholders in
exchange for interest payable of $150,519.
In July 2003 the Company issued 286,713 common shares to the President to
relieve an advance of $48,773 and set up a receivable of $51,227. Also in July
2003 a $100,000 signing bonus was paid via the issuance of 279,720 common
shares.
In May 2003 the Company issued 2,797 common shares in exchange for consulting
expenses of $13,500. Also in May 2003 the Company issued 13,986 common shares to
the President pursuant to a stock option agreement, to relieve $100,000 in
officer advances and consulting fees payable.
In April 2003 the mining rights contract and the related shares were cancelled.
In June 2002 the Company issued 20,797 shares of its common stock for consulting
services of $75,000.
The accompanying notes are an integral part of these financial statements.
-19-
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
Intercontinental Resources, Inc, formerly known as Anglotajik
Minerals, Inc., (the "Company") was incorporated in the State of Nevada in
August 1997, under the name Meximed Industries, Inc. In January 1999 the
Company changed its name to Digital Video Display Technology Corporation and
in July 2001 to Iconet, Inc. With new management in the middle of 2003 the
Company again changed its name to Anglotajik Minerals, Inc. The Company was
considered to be in the exploration stage as its operations principally
involve research and exploration, market analysis, and other business
planning activities, and no revenue has been generated from its business
activities. The Company has suspended proposed activities in mineral
exploration in the Republic of Tajikistan, thus the Company again changed its
name to Intercontinental Resources, Inc in May of 2006.
These financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is currently in the
development stage and existing cash and available credit are insufficient to
fund the Company's cash flow needs for the next year. The Company plans to
raise additional capital through private placements. The preparation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results could
differ from those estimates.
b. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents. As of December 31, 2006 the Company held $86 in
cash equivalents.
c. Fair Value of Financial Instruments
Unless otherwise indicated, the fair values of all reported assets and
liabilities which represent financial instruments (none of which are held for
trading purposes) approximate the carrying values of such amounts.
d. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating
loss carryforwards totaling over $5.2 million that can be offset against
future taxable income. These NOL carryforwards begin to expire in the year
2017. No tax benefit has been reported in the financial statements because
the Company believes there is a 50% or greater chance the carryforward will
expire unused.
-20-
The deferred tax asset and the valuation account is as follows at
December 31, 2006 and 2005:
December 31,
---------------------------------
2006 2005
--------------- ---------------
Deferred tax asset:
NOL Carryforward $ 1,873,896 $ 1,737,657
Valuation allowance (1,873,896) (1,737,657)
--------------- ---------------
Total - -
=============== ===============
The components of Income Tax expense are as follows:
December 31,
---------------------------------
2006 2005
--------------- ---------------
Current Federal Tax - -
Current State Tax - -
Change in NOL benefit (136,239) (112,570)
Change in allowance 136,239 112,570
--------------- ---------------
$ - $ -
=============== ===============
e.Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. In these financial statements, assets, liabilities and
earnings involve extensive reliance on management's estimates. Actual results
could differ from those estimates.
f.Earning (Loss) Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards (SFAS) No. 128 Earnings Per Share. Basic loss
per share for each period is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period.
Diluted loss per share is computed in a manner consistent with that of basic
loss per share while giving effect to all potentially dilutive common shares
that were outstanding during the period. The number of additional shares is
calculated by assuming that outstanding stock options were exercised and that
the proceeds from such exercises were used to acquire shares of common stock
-21-
at the average market price during the reporting period. The weighted
averages for the years ended December 31, 2003 and 2002, and from inception
reflect the reverse stock split of 1:200 that was approved by the board of
directors in July 2001, the 1:143 reverse stock split effective July 16, 2003
and the 2:1 forward split on September 15, 2003.
The computation of earnings (loss) per share of common stock is based
on the weighted average number of shares outstanding at the date of the
financial statements. Due to rescinding stock options there are no
outstanding employee warrants at year ended December 31, 2006.
December 31,
---------------------------------
2006 2005
--------------- ---------------
Basic Earnings Per Share
Income (Loss) (numerator) $ (400,702) $ (331,088)
Shares (denominator) 51,820,458 51,820,458
------------------ ------------------
$ (.01) $ (.01)
================== ==================
Fully Diluted Earnings Per Share
Income (Loss) (numerator) $ (400,702) $ (331,088)
Shares (denominator) 51,820,458 51,820,458
------------------ ------------------
$ (.01) $ (.01)
================== ==================
NOTE 2 - New Technical Pronouncements
In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections, a Replacement of APB Opinion No. 20 and SFAS No. 3. SFAS No. 154
replaces APB Opinion No. 20, Accounting Changes and SFAS No 3, Reporting
Accounting Changes in Interim Financial Statements and changes the requirement
for the accounting for and reporting of a change in accounting principles. SFAS
No. 154 applies to all voluntary changes in accounting principles. It also
applies to changes required by an accounting pronouncement in the unusual
instance that the pronouncement does not include specific transition provisions.
When a pronouncement includes specific transition provisions, those provisions
should be followed. The provisions of SFAS No. 154 will be effective for
accounting changes made in fiscal year beginning after December 15, 2005. We do
not presently expect to make any accounting changes that would be affected by
the adoption of SFAS No. 154 that will have a material impact on the Company's
financial condition or operations in the foreseeable future.
-22-
In February 2006, the FASB issued SFAS No. 155, ACCOUNTING FOR CERTAIN
HYBRID FINANCIAL INSTRUMENTS - AN AMENDMENT OF FASB STATEMENTS NO. 133 AND 140.
This Statement amends FASB Statements No. 133, accounting for Derivative
Instruments and Hedging Activities, and No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. This statement
resolves issues addressed in Statement 133 Implementation Issued No. D1,
"Application of Statement 133 to Beneficial Interests in Securitized Financial
Assets." The adoption of SFAS No. 155 did not have an impact on the Company's
consolidated financial statements.
In March 2006, the FASB issued SFAS No. 156, ACCOUNTING FOR SERVICING OF
FINANCIAL ASSETS - AN AMEDNMENT OF FASB STATEMENT No. 140. This Statement amends
FASB Statement No. 140, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities, with respect to the accounting for
separately recognized servicing assets and servicing liabilities. The adoption
of SFAS No. 156 did not have an impact on the Company's consolidated financial
statements.
In September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS.
This statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. This statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The adoption of SFAS 157 did not
have an impact on the Company's consolidated financial statements. The Company
presently comments on significant accounting policies (including fair value of
financial instruments) in Note 2 to the financial statements.
In September 2006, the FASB issued SFAS No. 158, EMPLOYER'S ACCOUNTING FOR
DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT PLANS - AN AMENDMENT OF FASB
STATEMENTS NO. 87,88, 106 AND 132(R). This statement improves financial
reporting by requiring an employer to recognize the overfunded or underfunded
status of a defined benefit postretirement plan (other that a multiemployer
plan) as an asset or liability in its statement of financial position and to
recognize changes in that funded status in the year in which the changes occur
through comprehensive income of a business entity or changes in unrestricted net
assets of a not-for-profit organization. The adoption of SFAS No. 158 did not
have an impact on the Company's consolidated financial statements.
NOTE 3 - Stock Options
Prior to January 1, 2006, the Company applied APB Opinion No. 25,
"Accounting for Stock Issued to Employees", and related Interpretations in
accounting for awards made under the Company's stock-based compensation plans.
Under this method, compensation expense was recorded on the date of grant only
if the current market price of the underlying stock exceeded the exercise price.
-23-
The Company has adopted the provisions of SFAS No. 123R using the
modified-prospective transition method and the disclosures that follow are based
on applying SFAS No. 123R. Under this transition method, compensation expense
recognized during the year ended December 31, 2006 included: (a) compensation
expense for all share based awards granted prior to, but not yet vested as of
January 1, 2006, and (b) compensation expense for all share-based awards granted
on or after January 1, 2006.
In accordance with the modified-prospective transition method, the
Company's financial statements for the prior year have not been restated to
reflect, and do not include, the impact of SFAS 123R.
On November 15, 2006, the Company has decided to rescind all stock option
plans that provide for stock-based employee compensation, including the granting
of stock options to certain key employees. The compensation cost of $119,879
recognized for grants of stock options to employees and directors in the
accompanying statements of operations was reversed. Due to resending the stock
options, there are no stock options open at December 31, 2006.
NOTE 4 - Related Party Transactions
In June 2001, the Company had incurred accrued compensation of $68,327 from
former employees related to the operations involved with Digital Video Display
Technology Corporation. The accrued compensation is included in the total
Accrued compensation of $683,404 at year ended December 31, 2006.
In May 2003 the Company issued 13,986 shares of its common stock to the
officer pursuant to a stock option dated September 1, 2001. This issuance
relieved officer advances payable and consulting fees payable by $31,900 and
$68,100, respectively.
In July 2003 the Board of Directors authorized the issuance of 286,713
restricted common shares to the President to relieve the shareholder advance of
$48,773 and for a receivable of $51,227 from the President.
During the third quarter of 2003, the President was the only member of the
Board of Directors. In July 2003 the Company issued an option to purchase
699,301 shares of common stock at $0.21 per share to a Director of the Company.
Also in July 2003 a signing bonus of $100,000 was paid to the President via the
issuance of 279,720 shares of restricted common stock. Wages payable to the
President of $120,000 for 3rd and 4th quarter of 2003 were accrued during the
2003 year. Additionally $252,000 in wages payable to the President was accrued
during the 2004 year. During the first quarter of 2006, the President accrued in
wages payable $72,500.
During the year ended December 31, 2003, the Company issued a total of
16,999,984 common shares to each of the shareholders to whom interest was due on
the old line of credit. The issuance of these shares relieved the entire
outstanding payable of $150,519.
-24-
During the years ended December 31, 2006, and 2005, the Company's President
has an accrued compensation balance of $515,499 compare to 211,001,
respectively. The President advanced the Company funds to pay expenses. The
reimbursed funds advanced totaled $33,912 at December 31, 2006.
NOTE 5 - Stockholders' Deficit
In July 2003, the Board of Directors authorized the issuance of 286,713
restricted common shares to the President in exchange for a shareholder advance
of $48,773 and a receivable from the President of $51,227. The President is the
only member of the Board of Directors. Also in July 2003 a signing bonus of
$100,000 was paid to the President via the issuance of 279,720 shares of
restricted common stock.
In July 2003, a reverse stock split of 1:143 was authorized by the Board of
Directors, and the number of authorized shares was increased to 300 million. The
financial statements have been retroactively restated to reflect the reverse
stock split.
In August 2003, the Company issued 16,999,984 common shares to the
shareholders to whom interest was due on the line of credit. The issuance of
these shares relieved the entire outstanding payable of $150,519.
In September 2003, a 2:1 forward stock split was authorized by the Board of
Directors. The financial statements have been retroactively restated to reflect
the forward stock split.
On October 13, 2003, the board of directors authorized the issuance of
1,000,000 shares of restricted common stock to a law firm for services valued at
$370,000.
In March 2005, the company issued restricted common shares to satisfy
debts occurred in 2003 and 2004. The company issued 3,916,434 in restricted
common shares for 2004 printing and reproduction expense valued at $35,237, as
well as 3,916,434 in restricted common shares for 2004 consulting expense valued
at $34,285. The company issued 24,867,132 restricted common shares in lieu of
the company's debt to the President for 2003 and 2004 for wages payable of
$320,773, advance from shareholder of $47,376 and vacation accrued of $42,922,
and 2005 wages payable of $66,000 and vacation accrued of $4,125.
NOTE 6 - Commitments and Contingencies
There were various claims and lawsuits pending against the Company, such as
Merrill Lynch Canada Inc., which has expired under California Law, Statue of
Limitation.
The Company settled an action by a bank regarding an overdraft. The
settlement carried an interest rate of 9.0% and twelve monthly payments of
$3,321. The Company made three payments before defaulting on this settlement.
The amount due as of December 31, 2006 is $28,343. Related interest of $12,347
has also been accrued by the Company.
-25-
NOTE 7 - Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has had recurring
operating losses for the past several years and is dependent upon financing to
continue operations. The financial statements do not include any adjustments
that might result from the outcome of uncertainty. It is management's plan to
continue to implement their marketing strategy to generate the necessary revenue
to support operations. The Company's revenues continue to increase, and
management expects to report net income in the coming year. Officers will
continue to advance funds as needed for any shortfalls in cash flows.
These financial statements have been prepared assuming that the Company
will continue as a going concern. The Company is currently in the development
stage and existing cash and available credit are insufficient to fund the
Company's cash flow needs for the next year. The Company plans to raise
additional capital through private placements. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ from those
estimates.
Item 8. CHANGES IN AND DESIAGREEMETS WITH THE ACCOUNTANTS ON ACCOUNTING AND
FINACIAL DISCLOSURES.
On February 13, 2004 the board of directors of Anglotajik Minerals, Inc.
appointed the firm of Chisholm, Bierwolf and Nilson of Salt Lake City, Utah to
be the company's certifying accountants for the fiscal year ending December 31,
2003.
Our former auditors, Mark Bailey and Co, notified us in a letter dated
November 14, 2003 that as of December 1, 2003 they will cease to perform audits
for Exchange Act reporting issuers such as us, and accordingly will resign as
auditor for Anglotajik Minerals, Inc. as of that date. Mark Bailey and Co. has
served as our independent auditor since 1999.
On April 7, 2004 we filed with the SEC amended Current Report of Form 8-K
disclosing information about the change of auditing firms. A statement by Mark
Bailey and Co. was included as Exhibit 16 to that amended Current Report. The
information disclosed under Item 4 of that amended Current Report as well as the
entire Exhibit 16 thereto are incorporated by reference into this Annual Report.
-26-
Item 8a. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
Our Chief Executive Officer, who is our principal executive officer and
also serves as our interim principal accounting officer, conducted an evaluation
of the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as of the end of the period covered by this report (the
"evaluation date"). Based on this evaluation, the officer has concluded as of
the evaluation date that our disclosure controls and procedures were effective
such that the material information required to be included in our periodic
filings with the Securities and Exchange Commission is accumulated and
communicated to management (including the principal executive officer) as
appropriate to allow timely decisions regarding required disclosure and
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms relating to the company.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING.
There were no changes in our internal control over financial reporting
during the year ended December 31, 2006, that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
Item 8b. OTHER INFORMATION
None.
-27-
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
The following are our director, executive officer and key personnel.
================================================================================
NAME AGE POSITION(S) SERVICE BEGAN
--------------------------------------------------------------------------------
Matthew Markin President, CEO, CFO June 2003
Director
================================================================================
MATTHEW MARKIN is currently our sole executive officer and director. He holds
graduate degrees in science from Capilano College and the University of British
Columbia, both in Vancouver. Since 1999 Mr. Markin has served as president of
The Markin Group of Companies in Los Angeles, California, consultants to large
and small businesses in the areas of strategic planning, business development,
capital formation, mergers and acquisitions, and related matters. From 1992 to
1999 he served as vice president of Canyon Financial Group, and investment
banking firm. Previously, he founded and operated a successful real estate
development company specializing in commercial and apartment buildings. Mr.
Markin currently devotes about 90% of working hours to our affairs.
We know of no existing agreements or arrangements which might result in a
change of control.
Compliance with Section 16(a) of the Exchange Act.
To our knowledge, no beneficial owner of our securities who is required to
file reports under Section 16(a) of the Securities Exchange Act of 1934, as
amended, has failed to file any such report as of the date of filing this Annual
Report.
Audit Committee Financial Expert and Code of Ethics
During the fiscal year ended December 31, 2003 we underwent a management
reorganization. Currently, our President, Matthew Markin, serves as Chief
Executive Officer, Chief Financial Officer, principal accounting officer, and
Chairman of the Audit Committee. We have not appointed an independent director
to serve on the Audit Committee who is a "financial expert" as defined by
Section 407 of the Sarbanes-Oxley Act of 2002 and implementing rules promulgated
by the SEC, but expect to do so before the end of our fiscal year ended December
31, 2004. We have not yet adopted a code of ethics pursuant to Section 496 of
the Sarbane-Oxley Act, but expect to do so during the current fiscal year.
-28-
Item 10. EXCUTIVE OFFICERS COMPENSATION
The following table sets forth a summary of compensation received by each
of our officers and directors who received compensation from the Company during
either of our most recent fiscal years.
=============================================================================================================
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------ -------------
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ALL OTHER($) OPTIONS (#) TOTAL ($)
------------------------------ ----------- ------------ ---------- ------------ ------------- ------------
2006 304,498(1) 0 0 0 304,498
----------- ------------ ---------- ------------ ------------- ------------
2005 277,001(1) 0 0 0 277,001
Matthew Markin ----------- ------------ ---------- ------------ ------------- ------------
President, CEO 2004 252,000(1) 0 0 0 252,000
----------- ------------ ---------- ------------ ------------- ------------
2003 120,000(1) 0 100,000(2) 699,301(3) 220,000
------------------------------ ----------- ------------ ---------- ------------ ------------- ------------
Randy Miller 2003 68,100(4) 0 0 0 68,100
President, CEO
---------------------------------------------------------------------------------------------- ------------
(1) Per the Company's employment contract with the President. 100% deferred.
(2) Sign-on bonus paid in 279,720 shares of common stock valued at $.3575 per share
(3) Exercisable at $.21 per share through July 2011.
(4) Paid in shares of Company stock.
=============================================================================================================
No funds were set aside or accrued by the Company during fiscal year 2006
or 2005 to provide pension, retirement or similar benefits for directors or
executive officers.
Employment Agreements
In 2003 the Company entered into an employment agreement with the Chief
Executive Officer, Matthew Markin, The agreement runs for an initial term of
five years, and automatically renews for another three years unless either party
serves notice of intention to terminate.
-29-
Under the agreement, the officer receives annual compensation of $240,000
in the first year, increasing incrementally each year to $319,000 in the fourth
and subsequent years. There is also a provision for a bonus based upon
attainment of company goals. To date, accumulated compensation under the
agreement has been deferred, and in fact the officer has advanced funds to the
Company to cover operating expenses.
The agreement also conferred the right after the third year of the
agreement to purchase up to 50,000,000 of the Company's Restricted Class A
common shares at a fixed rate of $0.003 per share. However, the officer
consented to a rescission of this provision in November 2006 when the Company
rescinded all of its outstanding options. No options were exercised under the
option provision.
Director Stock Purchase Plan
We do note currently have a director stock purchase plan in place.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following are all of the individuals or groups known to us to be the
beneficial owner of more than five percent of any class of our equity
securities, and each officer and director who is the beneficial owner of equity
securities.
-30-
=============================================================================================================
TITLE OF CLASS AMOUNT AND
NAME AND ADDRESS OF NATURE OF
BENEFICIAL OWNER POSITION BENEFICIAL PERCENT
OWNERSHIP OF CLASS
------------------------------------------------------------------------------------------------------------
Common Stock Matthew Markin President, Chief Executive 1,265,735 6.4%
$.001 par value 9454 Wilshire Blvd Officer, Acting Chief (direct)
Suite 301 Financial Officer, Director
Beverly Hills, CA 90212
Common Stock Randy Miller 1,006,994 5.4%
$.001 par value 8 Gaucho Drive (direct)
Rolling Hills Estates
CA 90274
Common Stock Weir & Foulds LLP 1,000,000(1) 5.0%
$.001 par value c/o Wayne Egan (direct)
Barrister & Solicitor
130 King St. West Ste 1600
Toronto, ON M5X 1J5 CANADA
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Common Stock Officers and Directors 1,265,735 6.4%
$.001 par value as a Group
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(1) Issued in payment for legal services to us in connection with our
exploration operations in Tajikistan.
=============================================================================================================
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During the years ended December 31, 2003, and 2002, we received legal and
consulting services from a director and stockholder. We charged $37,500 in 2003
and $276,084 in 2002 to consulting expense, and $0 and $80,000, respectively, to
legal fees for services rendered by directors or stockholders of the Company.
Outstanding balances payable for consulting and legal fees to these related
parties were $450,465 and $481,065 at December 31, 2003, and 2002, respectively.
Our former President, Randy Miller, advanced the Company funds to pay
expenses. During the year ended December 31, 2003, travel and other office
expenses of $62,073 were paid by Mr. Miller.
In May 2003 the Company issued 13,986 shares of its common stock to Mr.
Miller pursuant to a stock option dated September 1, 2001. This issuance
relieved officer advances payable and consulting fees payable by $31,900 and
$68,100, respectively.
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In July 2003 the Board of Directors authorized the issuance of 286,713
restricted common shares to the President to relieve the shareholder advance of
$48,773 and for a receivable of $51,227 from the President.
In July 2003, the President was given a signing bonus of $100,000 via the
issuance of 279,720 shares of restricted common stock. Accrued compensation to
the President of $120,000 for 3rd and 4th quarter were accrued during the year
ended December 31, 2003. The Company also issued to the President an option to
purchase 699,301 shares of common stock at $0.21 per share. However on November
15, 2006, the Company decided to rescind all stock option plans that provide for
stock-based employee compensation, including the granting of stock options to
certain key employees.
During the year ended December 31, 2003, the Company issued a total of
16,999,984 common shares to each of the shareholders to whom interest was due on
the old line of credit. The issuance of these shares relieved the entire
outstanding payable of $150,519.
During the year ended December 31, 2004 we charged $38,285 to consulting
expense for management services rendered by our President.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibits
Ex. No. Description
------- --------------------------
31.1 Certification of CEO / CFO
32.1 Certification of CEO / CFO
------- --------------------------
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Our principal accounting firm was Chisholm, Bierwolf & Nilson, LLC for the
fiscal years ended December 31, 2006 and 2005. We paid fess to our accountants
as indicated in the following table:
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Year ended December 31,
2006 2005
------------ -------------
Audit and Quarterly Review Fees $ 12,221 $ 14,090
Audit-related Fees - -
Tax Fees - -
All Other Fees - -
============ =============
Total Fees $ 12,221 $ 14,090
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTERCONTINENTAL RESOURCES, INC.
Dated: April 13, 2007 /s/ Matthew Markin
----------------------------------
President, Chief Executive Officer
In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Matthew Markin President, Chief Executive April 13, 2007
----------------------- Officer, Acting Chief
Financial Officer, Secretary,
Principal Accounting Officer,
Sole Director
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