DUESENBERG TECHNOLOGIES INC. - Annual Report: 2013 (Form 10-K)

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements”.  These forward-looking statements are based on our current expectations, assumptions, estimates and projections about our business and our industry.  Words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “may,” and other similar expressions identify forward-looking statements.  In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements.  Factors that might cause such a difference include, but are not limited to, those discussed in the sections of this Annual Report titled “Risk Factors”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as well as the following:

·

general economic conditions, because they may affect our ability to raise money

·

our ability to raise enough money to continue our operations

·

changes in regulatory requirements that adversely affect our business

·

other uncertainties, all of which are difficult to predict and many of which are beyond our control

You are cautioned not to place undue reliance on these forward-looking statements, which relate only to events as of the date on which the statements are made.  Except as required by applicable securities laws, we undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this Annual Report.  You should refer to and carefully review the information in future documents we file with the Securities and Exchange Commission.

ITEM 1: BUSINESS

General

We were incorporated on August 4, 2010 under the laws of the State of Nevada under the name “SOS Link Corporation”.  On April 15, 2011, we changed our place of incorporation from the State of Nevada to the Province of British Columbia, Canada and concurrently changed our name to “Venza Gold Corp.”.  The change from Nevada to British Columbia was approved by our shareholders on April 14, 2011.  On January 6, 2014, we changed our name to “CoreComm Solutions Inc.” to reflect our current business.

We are a development stage company engaged in marketing and commercializing correlation technology (“Correlation Technology”) to the education industry.  On December 2, 2013, we entered into a license agreement (the “MSI License Agreement”) with Make Sence, Inc. (“MSI”) whereby MSI granted us a license to commercialize its Correlation Technology platform in the worldwide Kindergarten to Grade 12 (“K-12”) education market.  As a result of licensing the Correlation Technology, we plan to launch our “edForm” and “edForma” portals which will utilize the Technology to serve the search requirements of English and Spanish users.  See “Item 1: Business - Recent Corporate Developments - MSI License Agreement” and “Item 1: Business - Business of CoreComm Solutions Inc.”

In addition, we hold a 100% interest in the OS Gold Claim, located in vicinity of Osoyoos, British Columbia, Canada.  As a result of our entry into the MSI License Agreement, we have suspended operations on the OS Gold Claim.

To date, we have not earned any revenues from our educational Correlation Technology platform business or our mineral exploration activities.  We are presently in the development stage of our business and we can provide no assurance that the web portals we are developing based on the Correlation Technology will provide sufficient funds to keep us operational.

Recent corporate developments

The following significant corporate developments occurred since our last fiscal quarter ended July 31, 2013:

1.

MSI License Agreement.  On December 2, 2013, we entered into the MSI License Agreement with MSI pursuant to which MSI granted us a license to commercialize its Correlation Technology platform in the worldwide K-12 education market.  As a result of licensing the Correlation Technology, we are planning to launch edForm and edForma portals which will utilize the Correlation Technology to serve the search requirements of English and Spanish education users.

In consideration of the license, we agreed to make cash payments totaling $500,000 (the “License Fee”) and issue a total of 2,857,142 common shares of our common stock (which shares have not yet been issued).  The License Fee is to be paid according to the following payment schedule:

(a)

$100,000 on or before April 1, 2014;

(b)

$200,000 on or before August 1, 2014; and

(c)

$200,000 on or before January 1, 2015.

4

In addition, if while using the Correlation Technology, the number of daily queries we receive exceeds 125,000, we will be required to pay a gross revenue share to MSI of 45% for each additional query.

The initial term of the MSI License Agreement is 50 years.  We also retain the right to terminate the MSI License Agreement at any time if we are unsuccessful in raising minimum financing of $500,000.

2.

Financing.  On December 2, 2013, concurrent with signing of the MSI License Agreement, we announced an offering of up to 5,000,000 shares of our common stock, at a price of $0.10 per share, in separate concurrent private placement offerings.

Foreign Offering

We are planning to issue up to 4,000,000 shares of our common stock pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Securities Act”). The offering will be made to persons who are not residents of the United States and are otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Securities Act.

As of the date of this report, we have closed the first tranche of this offering and issued 300,000 shares of our common stock at $0.10 per share for gross proceeds of $30,000.  We paid a finder, who was not a US Person, a finder’s fee totaling $3,000 in connection with this issuance.

US Offering

We are also planning to issue up to 1,000,000 shares of our common stock pursuant to the provisions of Rule 506(b) of Regulation D of the Securities Act. The US Offering will be made to persons who are “accredited investors” as that term is defined under Regulation D of the Securities Act.  As of the date of this report, we have not completed any sales of securities under the US Offering.

3.

New Directors and Officers.  On December 2, 2013, Gerald Diakow resigned as our Chief Executive Officer, Chief Financial Officer and President.  Mr. Diakow continues to be the member of our board of directors.

To fill the vacancies created by Mr. Diakow’s resignation, we appointed Patrick Fitzsimmons as Chief Executive Officer and President and James Hyland as Chief Financial Officer on December 2, 2013.  Also on the same day, Mr. Fitzsimmons was appointed as our director to fill the vacancy created when Ralph Biggar resigned as a director of the Company on July 26, 2013.

4.

Change of Name and Ticker Symbol.  On January 6, 2014, we changed our name to CoreComm Solutions Inc. (the “Name Change”).  To effect the Name Change, we filed a Notice of Alteration with the British Columbia Registrar of Companies.  Other than the Name Change, no other changes were made to our Notice of Articles.

On January 8, 2014, our common shares commenced trading on the OTC Markets under the new ticker symbol “COCMF”.

Business of CoreComm

We are engaged in marketing and commercializing the licensed Correlation Technology in the worldwide K-12 education market.  Currently, we are focused on developing our edForm (English) and edForma (Spanish) web portals.  These portals will serve the complex research requirements of the English and Spanish education users.

edForm and edForma Portals

The edForm and edForma portals (the “edForm portals”) are educational search engines for K-12 students.  Users of edForm portals enter educational research queries into the portal to identify documents, websites and other information which would most valuably contribute to their query.  

By utilizing the Correlation Technology platform to develop our edForm portals, we believe that our users will obtain the most relevant results to their search requests.  Unlike existing search engines, relevancy in the edForm portals applies not to individual results in isolation, but instead to the answer space of correlations that includes all the terms, phrases and concepts encountered in constructing the correlations in response to the query.

5

Advertising

We are planning to monetize our edForm portals through securing contracts with various advertisers for strategic ad placements.  Students enter queries to the edForm portals, and while processing the request the user will be served a short video ad prior to receiving the results. The ads presented to students in the K-12 market would mainly consist of web video and click through ads.  Advertisers focusing on the student demographic segment, including sports, technology, clothing, and automobiles to name a few, are assured their message is viewed by the user.  CoreComm will be attending Internet advertising venues and trade shows, as well making direct contacts with advertising buyers and agencies.  As we are still developing our edForm portals, we have not yet secured any contracts with advertisers.

Market, Customers and Marketing Strategy

The education user market is highly focused, which presents a major new opportunity to search advertisers. There are 51 million students in the USA, of which the potential market for edForm is about 20 million US students in grade 6 through 12.  The worldwide market, outside the USA, for English speaking students in a comparable economic demographic as the USA students is 30 million, not including China.  There are approximately 26 million Latin American K-12 student users for edForma.  The combined English and Spanish market for the edForm and edForma education portals is over 70 million users.

CoreComm will drive market awareness of our portals through direct advertising campaigns on social media such as Facebook, Twitter and other platforms that are used heavily by students.  Banner ads will be used on the major search engines that students visit now for their research. Ads will be placed on student association portals and other similar venues.

Competition

We are a development stage company involved in marketing and commercializing licensed Correlation Technology to English and Spanish educational markets. We have many competitors in different industries as well as geographical locations. Some of our competitors include, but are not limited to, general purpose search engines, vertical search engines and e-commerce sites as well as social networking sites, traditional media companies, and providers of online products and services. Sweet Search, Infotopia, Google Scholar, Study Navigator, and ISeek are just a few of many providers that state they specialize in educational content.  Our current and potential competitors range from large and established companies, such as Google, Bing, Yahoo, YouTube and Facebook, to emerging start-ups. This competition could adversely impact our ability to finance further development.

Government Regulations

We are subject to a number of United States federal, state and foreign laws and regulations that affect companies conducting business on the Internet, many of which are still evolving and being tested in courts, and could be interpreted in ways that could harm our business. These may involve user privacy, libel, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation and online payment services.  In particular, we are subject to United States federal, state and foreign laws regarding privacy and protection of user data. Foreign data protection, privacy, and other laws and regulations are often more restrictive than those in the United States. United States federal, state and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations is often uncertain, particularly in the new and rapidly-evolving industry in which we operate.

In addition, we plan to monetize our business through advertising and marketing activities that are subject to United States federal and state consumer protection laws that regulate unfair and deceptive practices, domestically and internationally. The United States and European Union have begun to adopt legislation that regulates certain aspects of the Internet, including online editorial and user-generated content, user privacy, behavioral targeting and online advertising, taxation, and liability for third-party activities.

United States federal, state and foreign governments are also considering alternative legislative and regulatory proposals that would increase regulation on Internet advertising.  It is impossible to predict whether new taxes or regulations will be imposed on our future services, and whether or how we might be affected. Increased regulation of the Internet could increase the cost of doing business or otherwise materially adversely affect our business, financial condition or operational results.

Seasonality

Once we have rolled out our edForm portals, we anticipate that our business would be seasonally based on the K-12 school year.  As a result, we anticipate that the use of the edForm portals would substantially decrease in the months of July and August.

6

Research and Development

As of the financial year end covered by this report, we have not incurred any research and development expenditures. However, we expect substantial investment into research and development of our web portals based on Correlation Technology platform licensed to us.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademarks.

Dependence on major customers

As of the date of this report we have no customers.

Employees

We have no employees other than our executive officers. Most of our computer programmers, web designers and marketing specialists are retained under short-term contracts as and when we require the services.

Jumpstart Our Business Startups Act

Overview

In April 2012, the Jumpstart Our Business Startups Act ("JOBS Act") was enacted into law. The JOBS Act provides, among other things:

·

Exemptions for “emerging growth companies” from certain financial disclosure and governance requirements

·

Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended;

·

Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings;

·

Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and

·

Exemption from registration by a non-reporting company of offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and exemption of such sales from state law registration, documentation or offering requirements.

Application to Our Company

In general, under the JOBS Act a company is an “emerging growth company” if its initial public offering ("IPO") of common equity securities was effected after December 8, 2011 and such company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an “emerging growth company” after the earliest of:

(a)

the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more;

(b)

the completion of the fiscal year of the fifth anniversary of the company's IPO;

(c)

the company's issuance of more than $1 billion in nonconvertible debt in the prior three-year period; or

(d)

the company becoming a "larger accelerated filer" as defined under the Exchange Act, as amended.

Exemptions Available

The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.

Financial Disclosure. The financial disclosure in a registration statement filed by an “emerging growth company” pursuant to the Securities Act, will differ from registration statements filed by other companies as follows:

(a)

audited financial statements required for only two fiscal years;

(b)

selected financial data required for only the fiscal years that were audited;

(c)

executive compensation only needs to be presented in the limited format now required for “smaller reporting companies”.

7

As we are a “smaller reporting company”, we are already provided with the above exemptions under Regulation S-K.

The JOBS Act also exempts our independent registered public accounting firm from having to comply with any rules adopted by the Public Company Accounting Oversight Board ("PCAOB") after the date of the JOBS Act's enactment, except as otherwise required by SEC rule.

The JOBS Act further exempts an “emerging growth company” from any requirement adopted by the PCAOB for mandatory rotation of our accounting firm or for a supplemental auditor report about the audit.

Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company's independent registered public accounting firm to file a report on the Company's internal control over financial reporting, although management of the Company is still required to file its report on the adequacy of the Company's internal control over financial reporting.

Section 102(a) of the JOBS Act exempts “emerging growth companies” from the requirements in Sections 14A(a) and (b) of the Exchange Act for companies with a class of securities registered under the Exchange Act, to hold shareholder votes for executive compensation and golden parachutes.

Other Items of the JOBS Act. The JOBS Act also provides that an “emerging growth company” can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The JOBS Act also permits research reports by a broker or dealer about an “emerging growth company” regardless of whether such report provides sufficient information for an investment decision. In addition the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the “emerging growth company’s” IPOs.

Section 106 of the JOBS Act permits “emerging growth companies” to submit registration statements under the Securities Act, as amended, on a confidential basis provided that the registration statement and all amendments thereto are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow “emerging growth companies” to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a roadshow.

Election to Opt Out of Transition Period. Section 102(b)(1) of the JOBS Act exempts “emerging growth companies” from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act, as amended, registration statement declared effective or do not have a class of securities registered under the Exchange Act, as amended) are required to comply with the new or revised financial accounting standard.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of the transition period.

ITEM 1A: RISK FACTORS

IN ADDITION TO THE FACTORS DISCUSSED ELSEWHERE IN THIS ANNUAL REPORT, THE FOLLOWING RISKS AND UNCERTAINTIES COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL ALSO MAY IMPAIR OUR BUSINESS OPERATIONS AND FINANCIAL CONDITION.

We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease our operations and if we do not obtain sufficient financing, our business will fail.

We were incorporated on August 4, 2010 and have been involved primarily in the acquisition and exploration of the mineral properties.  On December 2, 2013 we entered into a license agreement to market the Correlation Technology to English and Spanish education users, which resulted in the change of our business direction.

Our ability to achieve and maintain profitability and positive cash flow is dependent upon: (i) our ability to secure advertising contracts for our web portals, (ii) generate traffic to our web portals, and (iii) our ability to generate revenues.

For the next twelve months, management anticipates that the minimum cash requirements to fund our marketing and development programs and to support our continued operations will be approximately $1,605,000. Accordingly, we don’t have sufficient funds to meet our planned expenditures over the next twelve months and we will be required to raise additional financing.

8

Although our board of directors have approved offerings of up to $400,000 under Regulation S and $100,000 under Regulation D, there is no assurance that we will complete the sale of all securities offered under these concurrent offerings.  Obtaining financing would be subject to a number of factors, including the market recognition of  the necessity of the type of web search services we provide, and our ability to secure long-term contracts.  These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.   We have not attained profitable operations and are continuously dependent upon obtaining financing to pursue our plan of operation.

Because we are a development stage company, our business has a high risk of failure.

We are a development stage company that has incurred net losses since inception, we have not attained profitable operations and we are dependent upon obtaining adequate financing to carry out our business activities.  The success of our business operations will depend upon our ability to obtain further financing to complete our planned development and marketing programs and to attain profitable operations. Development stage companies encounter difficulties in generating revenue from internet advertising and there is a high risk of failure of these companies.  If we are not able to complete a successful development and marketing programs and attain sustainable profitable operations, then our business will fail.

Our auditors have expressed substantial doubt about our ability to continue as a going concern; as a result we could have difficulty finding additional financing.

Our financial statements have been prepared assuming that we will continue as a going concern.   Except for the interest revenue, we have not generated any revenue from our main operations since inception and have accumulated losses.  As a result, our auditors have expressed substantial doubt about our ability to continue as a going concern.  Our ability to continue our operations depends on our ability to complete equity or debt financings or generate profitable operations.  Such financings may not be available or may not be available on reasonable terms.  Our financial statements do not include any adjustments that could result from the outcome of this uncertainty.

We face intense competition.

Our business is evolving and intensely competitive, and is subject to changing technology, shifting user needs, and frequent introductions of new products and services.

We have many competitors in different industries, including general purpose search engines, vertical search engines and e-commerce sites, social networking sites, traditional media companies, and providers of online products and services.

Our current and potential competitors range from large and established companies to emerging start-ups. Established companies have longer operating histories and more established relationships with customers and users, and they can use their experience and resources against us in a variety of competitive ways, including acquisitions, investing aggressively in research and development, and competing aggressively for advertisers and websites.

If our competitors are more successful than we are in developing compelling products or in attracting and retaining users, advertisers, and content providers, our potential for generating revenues and growth rates could decline.

If we do not continue to innovate and provide products and services that are useful to users, we may not remain competitive, and our revenues and operating results could suffer.

Our success depends on providing products and services that make using the internet a more useful and enjoyable experience for our users. Our competitors are constantly developing innovations in web search, online advertising, and web-based products and services. As a result, we will be required to continuously invest significant resources in research and development in order to enhance our web portals, and introduce new products and services. In addition, these new products and services may present new and difficult technology challenges, and we may be subject to claims if users of these offerings experience service disruptions or failures or other quality issues. Our operating results would also suffer if our innovations are not responsive to the needs of our users, advertisers, and other network members; are not appropriately timed with market opportunities, or are not effectively brought to market. As search technology continues to develop, our competitors may be able to offer search results that are, or that are seen to be, substantially similar to or better than ours. This may force us to compete in different ways and expend significant resources in order to remain competitive.

9

Our potential investment in new business strategies and new products, services, and technologies is inherently risky, and could disrupt our ongoing businesses.

Being a development stage company in an online marketing and advertising industry, we may invest significant resources in new business strategies, new products, services, and technologies. Such endeavors may involve significant risks and uncertainties, including, but notCore limited to, distraction of management from current operations, insufficient revenues to offset liabilities assumed and expenses associated with these new investments, inadequate return of capital on our investments, and unidentified issues not discovered in our due diligence of such strategies and offerings. Because these new ventures are inherently risky, no assurance can be given that such strategies and offerings will be successful and will not materially adversely affect our reputation, financial condition and operating results.

We plan to derive substantially all of our revenue from advertising and any significant reduction in spending by advertisers could harm our business.

Our plan is to derive substantially all of our revenue from advertising.  Most advertisers can generally terminate their contracts on very short notice. Generally, advertisers will not continue to do business if their investment in such advertising does not generate sales leads, customers, bookings, or revenue and profit on a cost-effective basis, or if we do not deliver advertisements in an appropriate and effective manner. If we are unable to remain competitive and provide value to our advertisers, they will likely stop placing ads on our websites, which would harm our revenues and business.

Expenditures by advertisers also tend to be cyclical, subject to variation based on budgetary constraints, project cancellation or delay, and to reflect overall economic conditions and buying patterns. If we are unable to generate advertising revenue due to factors outside of our control, our business and financial performance would be adversely affected.

Our success depends upon the acceptance, and successful measurement, of online advertising as an alternative to offline advertising.

We believe that a significant discrepancy exists between the percentage of the advertising market allocated to online advertising and the percentage of consumer time spent on online media consumption as opposed to offline advertising and media consumption. Long-term growth of our business will depend heavily on this distinction between online and offline advertising narrowing or being eliminated, which may not happen in a manner or to the extent that we currently expect. We compete with traditional media for advertising dollars, in addition to websites with higher levels of traffic. If online advertising ceases to be an acceptable alternative to offline advertising, our business, financial condition and results of operations will be negatively impacted.

Because the online marketing industry is relatively new and rapidly evolving, it uses different methods than traditional media to gauge its effectiveness. Potential customers may have little or no experience using the Internet for advertising and marketing purposes and may allocate only limited portions of their advertising and marketing budgets to the Internet. The adoption of Internet advertising, particularly by those entities that have historically relied upon traditional media for advertising, requires the acceptance of a new way of conducting business, exchanging information and evaluating new advertising and marketing technologies and services. As a result, we will need to continually evaluate changes to aspects of our business model to keep pace with the expectations of users and advertisers, and these changes may not yield the benefits we expect. In particular, we are dependent on our clients’ adoption of new metrics to measure the success of online marketing campaigns. We may also experience resistance from traditional advertising agencies who may be advising our clients. Any lack of growth in the market for various online advertising models could have an adverse effect on our business, financial condition and results of operations.

We may be subject to claims that we violated intellectual property rights of others, which claims are extremely costly to defend and could require us to pay significant damages and limit our ability to operate.

Companies in the Internet and technology industries, and other patent and trademark holders seeking to profit from royalties in connection with grants of licenses, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights.  We have entered into the MSI License Agreement whereby MSI has granted us a license to commercialize the Correlation Technology in the education market.  However, there may be intellectual property rights held by others, including patents, copyrighted works and/or trademarks, which cover significant aspects of the Correlation Technology and our technologies. Any intellectual property claim against us, regardless of merit, could be time consuming and expensive to settle or litigate and could divert management’s attention and other resources. These claims also could subject us to significant liability for damages and could result in our having to stop using technology or content found to be in violation of another party’s rights. We might be required or may opt to seek a license for rights to intellectual property held by others, which may not be available on commercially reasonable terms, or at all. Even if a license is available, we could be required to pay significant royalties, which would increase our operating expenses. We may also be required to develop alternative non-infringing technology, or content, which could require significant effort and expense and make us less competitive in the relevant market. Any of these results could harm our business and financial performance.

10

We sometimes hold a significant portion of our cash in United States dollars, which could weaken our purchasing power in other currencies and limit our ability to conduct our exploration programs.

Currency fluctuations could affect the costs of our operations and affect our operating results and cash flows.   The appreciation of Canadian dollar against the U.S. dollar can increase the costs of our operations.

If we are unable to hire and retain key personnel, we may not be able to implement our business plan and our business will fail

Our success will largely depend on our ability to hire highly qualified personnel with experience in marketing, programming, data architecture and web design. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. Currently, we have not hired any key personnel. Our failure to hire key personnel when needed could have a significant negative effect on our business.

The recently enacted JOBS Act will allow us to postpone the date by which we must comply with certain laws and regulations and to reduce the amount of information provided in reports filed with the SEC. We cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our common stock less attractive to investors.

We are and we will remain an "emerging growth company" until the earliest of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) the date on which we are deemed a "large accelerated filer" (with at least $700 million in public float) under the Exchange Act. For so long as we remain an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" as described in further detail in the risk factors below. We cannot predict if investors will find our common stock less attractive because we will rely on some or all of these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. If we avail ourselves of certain exemptions from various reporting requirements, as is currently our plan, our reduced disclosure may make it more difficult for investors and securities analysts to evaluate us and may result in less investor confidence.

Our election not to opt out of JOBS Act extended accounting transition period may not make its financial statements easily comparable to other companies.

Pursuant to the JOBS Act, as an “emerging growth company”, we can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the Public Company Accounting Oversight Board (PCAOB) or the SEC. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, our company, as an “emerging growth company”, can adopt the standard for the private company. This could make comparison of our financial statements with any other public company which is not either an “emerging growth company” nor an “emerging growth company” which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

The recently enacted JOBS Act will also allow our company to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.

The recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. We meet the definition of an “emerging growth company” and so long as it qualifies as an “emerging growth company,” it will, among other things:

·

be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

·

be exempt from the "say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;

·

be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act, as amended and instead provide a reduced level of disclosure concerning executive compensation; and

·

be exempt from any rules that may be adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

11

Although we are still evaluating the JOBS Act, we currently intend to take advantage of all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. We have elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as it qualifies as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an “emerging growth company”, we may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate us. As a result, investor confidence in our company and the market price of its common stock may be adversely affected.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”.  Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.  Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

Because our directors are not independent they can make and control corporate decisions that may be disadvantageous to other common shareholders.

Our shares of common stock are listed on OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements.  For the purpose of determining director independence, we have adopted the independence requirements of Canadian National Instrument 52-110 - Audit Committees (“NI 52-110”) as we are an OTC reporting issuer in the province of British Columbia. NI 52-110 recommends that the Board of Directors of a public company be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who has no direct or indirect material relationship with us. A material relationship is a relationship, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a director’s independent judgment. Gerald Diakow is considered an independent director. As aside from shares held by him, he has no ongoing interest or relationship with us other than serving as a director. Patrick Fitzsimmons is not an independent director because of his position as CEO and President.

 We do not expect to declare or pay dividends in the foreseeable future.

We have never paid cash dividends on our common stock and have no plans to do so in the foreseeable future. We intend to retain any earnings to develop, carry on, and expand our business.

“Penny stock” rules may make buying or selling our common stock difficult, and severely limit its marketability and liquidity.

Because our securities are considered a penny stock, shareholders will be more limited in their ability to sell their shares. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. Because our securities constitute “penny stocks” within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the trading price of our common shares is less than $5.00 per share, the common shares will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

1.

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

2.

contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

12

3.

contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

4.

contains a toll-free telephone number for inquiries on disciplinary actions;

5.

defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

6.

contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such shares; and (d) a monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our shares.

ITEM 1B: UNRESOLVED STAFF COMMENTS

None.

ITEM 2: PROPERTIES

We currently do not own any real property.  Our executive office is located at 810-789 Pender Street West, Vancouver, British Columbia, V6C 1H2, and consists of approximately 25 square feet, which are provided to us free of charge.

ITEM 3:  LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings and, to the best of our knowledge, none of our property or assets are the subject of any pending legal proceedings.

ITEM 4:  MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information.

Our common stock commenced trading on OTC Bulletin Board under the symbol VZAGF on March 8, 2013. On January 8, 2014 we changed our name to CoreComm Solutions Inc. and our stock symbol changed to COCMF. Table 1 presents the range of high and low closing prices of our common stock for each quarter since March 8, 2013 as reported by Stockwatch.  The bid prices represent inter-dealer quotations, without adjustments for retail mark-ups, markdowns or commissions and may not necessarily represent actual transactions.

Table 1: High and low bids

Holders.

As of January 24, 2014, we had 58 shareholders of record. This number does not include an indeterminate number of shareholders whose shares are held by brokers in street name. Our transfer agent is Empire Stock Transfer, 1859 Whitney Mesa Dr. Henderson, Nevada, 89014 and their phone number is 702-818-5898.

13

Dividend Policy

We have never declared, nor paid, any dividend since our incorporation and do not foresee paying any dividend in the near future since all available funds will be used to develop and market our business.  Any future payment of dividends will depend on our financing requirements and financial condition and other factors which the board of directors, in its sole discretion, may consider appropriate.

Under the Business Corporations Act, we are prohibited from declaring or paying dividends if there are reasonable grounds for believing that we are insolvent or the payment of dividends would render us insolvent.

Recent Sales of Unregistered Securities

On January 8, 2014, we issued 300,000 common shares to two investors at a price of $0.10 per share for total proceeds of $30,000.  We completed the offering pursuant to the provisions of Regulation S of the Securities Act.  We did not engage in a distribution of this offering in the United States. Each investor represented that they were not a US person as defined in Regulation S of the Securities Act, and that they were not acquiring our securities for the account or benefit of a US person.

ITEM 6:  SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Summary of financial condition

Table 2 summarizes and compares our financial condition at October 31, 2013 and 2012.

Table 2: Comparison of financial condition

Results of operations

YEARS ENDED OCTOBER 31, 2013 AND OCTOBER 31, 2012

Our operating results for the years ended October 31, 2013 and 2012 and the changes between them are summarized in Table 3.

14

Table 3: Changes in operating results

Revenues

During the years ended October 31, 2013 and 2012 we did not generate any revenue and we do not anticipate generating revenue from business operations until such time as we secure contracts for our web portals. There can be no assurance that we will be successful in securing such contracts. We are presently a development stage company engaged in the development and marketing of our web portals based on correlation technology. We can provide no assurances that we will be able to generate enough funds from our operations to support our ongoing operations.

Operating expenses.

Our operating expenses decreased by $62,977, or 29%, from $214,501 for the year ended October 31, 2012 to $151,524 for the year ended October 31, 2013.

The most significant year-to-date changes were:

·

Our administrative expenses increased by $11,370 from $6,773 for the year ended October 31, 2012 to $18,143 for the year ended October 31, 2013. The increase was associated with elevated exploration activity on our mineral claims as well as due diligence we conducted on acquiring a license for our new correlation technology.

·

Our accounting fees decreased by $14,172, from $26,048 for the year ended October 31, 2012 to $11,876 for the year ended October 31, 2013. The higher accounting and audit costs during the year ended October 31, 2012 were associated mainly with preparation of our Registration Statement on Form S-1 that we filed on June 12, 2012 and which was declared effective on September 11, 2009.

·

Our management fees and consulting fees decreased by $39,268 and $7,710, respectively. These decreases resulted from the restructuring of our internal operations.

·

During the year ended October 31, 2013, we spent $14,220 on the exploration program on our OS Gold mineral claim an increase of $4,220 from the $10,000 we spent during the year ended October 31, 2012.

·

Due to increased expenses related to the preparation and filing of our Registration Statement on Form S-1, filed by us on June 12, 2012, our professional fees for the year ended October 31, 2012 were  $30,612 higher compared to the year ended October 31, 2013.

·

Due to expenses associated with listing of our common shares on the OTC Bulletin Board, our regulatory and filing fees for the year ended October 31, 2013 increased by  $11,717, from $12,214 for the year ended October 31, 2012 to $23,931 for the year ended October 31, 2013.

15

Liquidity

GOING CONCERN

The audited financial statements included in this Annual Report have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. We have not generated any revenues from operations since inception, have never paid any dividends and are unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. Our continuation as a going concern depends upon the continued financial support of our shareholders, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. Our ability to achieve and maintain profitability and positive cash flow depends upon our ability to secure contracts for our Correlation Technology, generate revenue from advertising, and control our operating costs. Based upon our current plans, we expect to incur operating losses in future periods. At October 31, 2013, we had a working capital deficit of $67,227 and accumulated losses of $501,287 since inception. These factors raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to generate significant revenues in the future. Our audited financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern and therefore be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.

INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY

Working Capital

Cash Flows

During the year ended October 31, 2013, our working capital decreased by $148,924, from a working capital surplus of $81,697 for the year ended October 31, 2012 to a working capital deficit of $67,227 for the year ended October 31, 2013. The change from a working capital deficit to a working capital surplus was primarily related to (i) a decrease in cash to fund ongoing operations; and (ii) increases in accounts payable and accrued liabilities and amounts due to related parties.

Net cash used in operating activities. Our net cash used in operating activities decreased by $2,384, from $114,878 for the year ended October 31, 2012, to $112,494 for the year ended October 31, 2012.

Net cash used in investing activities. During the year ended October 31, 2013, we spent $297 on acquisition of additional mineral claims. During the year ended October 31, 2012, we did not spend any cash on acquisition of our mineral claims.

Net cash provided by financing activities. During the years ended October 31, 2013 and 2012 we did not have any cash generating financing activities.

Capital Resources

Our ability to continue the development of our services through Correlation Technology is subject to our ability to obtain the necessary funding.  We expect to raise funds through sales of our debt or equity securities. We have no committed sources of capital.  If we are unable to raise funds as and when we need them, we may be required to curtail, or even to cease, our operations.

16

As of October 31, 2013, we had cash on hand of $4,266, which raises substantial doubt about our continuation as a going concern. We plan to mitigate our losses in future years by controlling our operating expenses and actively seeking advertising contracts for our new web portals. In addition, we are also seeking financing of up to $500,000 through the private placement offering which we announced on December 2, 2013. Despite our current contracts and proposed private placement offering, we cannot provide assurance that we will be successful in generating additional capital to support our development. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Contingencies and Commitments

We had no contingencies at October 31, 2013.  

In association with the license agreement dated December 2, 2013 with Make Sence Inc. we have the following commitments:

Table 4: License fee payments

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements and no non-consolidated, special-purpose entities.

Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies.  As an “emerging growth company,” we may, under Section 7(a)(2)(B) of the Securities Act, delay adoption of new or revised accounting standards applicable to public companies until such standards would otherwise apply to private companies. We may take advantage of this extended transition period until the first to occur of the date that we (i) are no longer an "emerging growth company" or (ii) affirmatively and irrevocably opt out of this extended transition period. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an "emerging growth company" or affirmatively and irrevocably opt out of the exemption provided by Securities Act Section 7(a)(2)(B), upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.

Our significant accounting policies are disclosed in the notes to the audited financial statements for the year ended October 31, 2013, included in this Annual Report. The following accounting policies have been determined by our management to be the most important to the portrayal of our financial condition and results of operation:

Revenue Recognition

Revenue is recognized when pervasive evidence of an agreement exists, when it is received or when the income is determinable and collectability is reasonably assured.

17

Foreign Currency Translation and Transaction

Our functional currency is the Canadian dollar and reporting currency is the United States dollar.  We translate assets and liabilities to US dollars using year-end exchange rates, translate unproved mineral properties using historical exchange rates, and translate revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in US dollars. We have not to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Fair Value of Financial Instruments

Our financial instruments include cash, accounts receivable, accounts payable and accrued liabilities. We believe the fair value of these financial instruments approximate their carrying values due to their short maturities.

Concentration of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and trade accounts receivable.

At October 31, 2013, we had approximately $4,266 in cash on deposit with a large chartered Canadian bank, of which $2,399 was insured. As part of our cash management process, we perform periodic evaluations of the relative credit standing of this financial institution. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.

Recent Accounting Standards and Pronouncements

Recent accounting pronouncements issued by the Financial Accounting Standards Board or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to our financial statements.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

18

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

19

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of CoreComm Solutions Inc. (formerly Venza Gold Corp.)

We have audited the accompanying balance sheets of CoreComm Solutions Inc. (formerly Venza Gold Corp.) (the “Company”) as at October 31, 2013 and 2012 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended and the cumulative period from August 4, 2010 (inception) to October 31, 2013. 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 Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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 also 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 significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits, these financial statements present fairly, in all material respects, the financial position of the Company as at October 31, 2013 and October 31, 2012 and the results of its operations and its cash flows for the years then ended and the cumulative period from August 4, 2010 (inception) to October 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

“DMCL”

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

January 28, 2014

F-1

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

F-2

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

F-3

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

F-4

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

F-5

CORECOMM SOLUTIONS INC.

(Formerly Venza Gold Corp.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2013

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

CoreComm Solutions Inc. (formerly Venza Gold Corp.) (the “Company”) was incorporated on August 4, 2010 under the laws of the State of Nevada as SOS Link Corporation.  On April 15, 2011, the Company continued from the State of Nevada to British Columbia, Canada and changed its name to Venza Gold Corp.  On December 2, 2013, the Company entered into a license agreement (the “License Agreement”) allowing the Company to commercialize a web-based technology used for performing complex search queries on the internet in the education market for English and Spanish users (the “Technology”) (Note 7). As a result of the agreement, the Company changed its principal business focus from the acquisition and exploration of mineral resources to technology and changed its name to CoreComm Solutions Inc. on January 8, 2014.

The Company’s financial statements are prepared on a going concern basis in accordance with US generally accepted accounting principles (“GAAP”) which contemplate the realization of assets and discharge of liabilities and commitments in the normal course of business.  The Company is in the development stage.  It has not generated operating revenues to date, and has accumulated losses of $501,287 since inception.  The Company has funded its operations through the issuance of capital stock and debt.  Management plans to raise additional funds through equity and/or debt financings.  There is no certainty that further funding will be available as needed.  These factors raise substantial doubt about the ability of the Company to continue operating as a going concern.  The Company’s ability to continue its operations as a going concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is dependent upon its ability to raise new capital sufficient to fund its commitments and ongoing losses, and ultimately on generating profitable operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements and related notes are presented in accordance with US GAAP, and are presented in United States dollars. The Company has not produced revenues from its principal business and is a development stage company as defined by “Accounting and Reporting by Development Stage Enterprises.”

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain of the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Significant areas of estimate include the carrying value of the mineral property and deferred income tax obligations. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Asset Retirement Obligations

The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The estimated fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted risk-free rate. This liability is capitalized as part of the cost of the related asset and amortized over its useful life.  The liability accretes until the Company settles the obligation.  To date the Company has not incurred any measurable asset retirement obligations.

F-6

Impairment or Disposal of Long Lived Assets

The carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including the entity’s own credit risk.

A fair value hierarchy for valuation inputs is established. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels and which is determined by the lowest level input that is significant to the fair value measurement in its entirety.

These levels are:

Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

The Company’s financial instruments consist of cash, accounts payable and amounts due from related parties. The carrying value of these financial instruments approximates their fair value based on their liquidity, their short-term nature or application of appropriate risk based discount rates to determine fair value. These financial assets and liabilities are valued using Level 3 inputs, except for cash which is at Level 1. The Company is not exposed to significant interest, exchange or credit risk arising from these financial instruments.

Foreign Currency Translation and Transaction

The Company’s functional currency is the Canadian dollar and reporting currency is the United States dollar. The Company translates assets and liabilities to US dollars using year-end exchange rates, translates unproved mineral properties using historical exchange rates, and translates revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the other comprehensive income. The Company has not to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Income Taxes

Income taxes are determined using the liability method.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes that date of enactment.  In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.

The Company accounts for uncertainty in income taxes by applying a two-step method. First, it evaluates whether a tax position has met a more likely than not recognition threshold, and second, it measures that tax position to determine the amount of benefit, if any, to be recognized in the financial statements. The application of this method did not have a material effect on the Company's financial statements.

F-7

Loss per Share

The Company presents both basic and diluted loss per share (“LPS”) on the face of the statements of operations. Basic LPS is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the year. Diluted LPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method. Diluted LPS excludes all dilutive potential shares if their effect is anti-dilutive.

Mineral Properties

The Company classifies its mineral rights as tangible assets and accordingly acquisition costs are capitalized as mineral property costs. Mineral exploration costs are expensed as incurred until commercially mineable deposits are determined to exist within a particular property.

When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Recently Adopted Accounting Guidance

The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. It does not expect the adoption of these pronouncements to have a material impact on its financial position, results of operations or cash flows.

NOTE 3 - RELATED-PARTY TRANSACTIONS

The Company incurred the following transactions with related parties that are not disclosed elsewhere in the financial statements:

At October 31, 2013, the Company had $7,816 payable to related parties (2012 - Nil).

NOTE 4 - UNPROVED MINERAL PROPERTIES

On April 11, 2012, the Company acquired two mineral claims located in British Columbia from its director through the issuance of 200,000 shares of its common stock at a fair value of $15,000. During the year ended October 31, 2013, after reviewing results of geochemical survey, management decided to abandon one of the claims and wrote off $3,600 in acquisition costs associated with this claim.

On August 15, 2013, the Company staked two additional claims to cover southern extension of the remaining claim for a total of $297.

To keep the claims in good standing, the Company is required to incur exploration expenses of approximately $678 per year for the next two years and $5,540 per year thereafter. As of the date of these financial statements, the Company has incurred enough exploration expenditures to keep its main claim in good standing until 2018, and will be required to incur exploration expenses or make payments in lieu of work on the two claims staked in 2013.

NOTE 5 - COMMON STOCK

On April 11, 2012, the Company issued 200,000 common shares for the acquisition of mineral properties. The fair value of the shares issued was $15,000.

On April 13, 2012, the Company issued 1,573,333 common shares at $0.075 to settle $118,000 in debt to related parties and 700,000 common shares at $0.075 to settle $52,500 in debt to non-related parties. There was no gain or loss recognized on the transaction.

F-8

On April 13, 2012, the Company issued 250,000 common shares to its former Chief Financial Officer and 100,000 common shares to a consultant for management fees. The fair value of the shares issued was $26,250.

On April 14, 2012, the Company issued 550,000 shares for gross proceeds of $41,250.

The Company did not issue any shares during the year ended October 31, 2013.

During the year ended October 31, 2013, the Company received $1,000 in donated administrative services which has been recorded as additional paid in capital.

NOTE 6 - INCOME TAXES

A reconciliation of income taxes at statutory rates is as follows:

The Company’s tax-effected deferred income tax assets and liabilities are estimated as follows:

The Company has non-capital losses of $524,867, which may be carried forward to reduce taxable income in future years. The non-capital losses expire as follows:

NOTE 7 - SUBSEQUENT EVENT

License Agreement

On December 2, 2013, the Company entered into the License Agreement with an arms-length party (the “Vendor”) for the Technology.

In consideration of the License Agreement, the Company is required to make cash payments totaling $500,000 and issue a total of 2,857,142 common shares of the Company according to the following schedule:

·

$100,000 no later than April 1, 2014;

·

$200,000 no later than August 1, 2014; and

·

$200,000 no later than January 1, 2015.

·

2,857,142 common shares no later than the day following the closing of the proposed private placement described below.

In addition, if, while using the Technology, the number of daily queries the Company receives exceeds 125,000, the Company will be required to pay a gross revenue share to the Vendor of 45% for each additional query.

F-9

The initial term of the License Agreement is 50 years. The Company has the right to terminate the License Agreement at any time if the Company is unsuccessful in raising minimum financing of $500,000.

Private Placement Financing

On December 2, 2013, the Company announced a private offering of up to 5,000,000 common shares of the Company at a price of $0.10 per share.

On January 8, 2013, the Company closed the first tranche and issued 300,000 shares for gross proceeds of $30,000. The Company paid finders a cash commission totalling $3,000 associated with the first tranche.

F-10

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A:  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report.  The evaluation was undertaken in consultation with our accounting personnel.  Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Report on Internal Control over Financial Reporting

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

·

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

·

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

·

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

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer and our Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of October 31, 2013.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework

Based on our assessment, our Chief Executive Officer and our Chief Financial Officer determined that, as of October 31, 2013, our internal control over financial reporting is effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15 (f) under the Exchange Act) during the fourth quarter of the last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B:  OTHER INFORMATION

Not applicable.

19

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Table 5 contains certain information regarding our directors, executive officers and key personnel.

Table 5: Directors and officers

Set forth below is a brief description of the background and business experience of our executive officers and directors:

Patrick Fitzsimmons has served as our Chief Executive Officer, President and a member of our Board of Directors since December 2, 2013. Mr. Fitzsimmons has a wide-ranging management and sales experience gained from a lengthy career in the high-technology marketplace. During his career, Mr. Fitzsimmons has represented firms such as NCR, Timeplex, Rogers Cable, Newbridge Networks and AT&T Canada, offering a wide range of technology solutions, specifically in the telecom and software sectors. In his sales and marketing capacity, Mr. Fitzsimmons has been responsible for identifying and tailoring leading-edge applications, products and services for specific vertical markets, establishing pricing models based on customer demand, demographics and usage patterns, as well as designing marketing and compensation programs for third-party agents and independent sales representatives.

James Hyland has served as our Chief Financial Officer since December 2, 2013. Mr. Hyland is a founding partner in Tribeca and provides corporate development services on behalf of several publicly listed companies in Canada. Mr. Hyland has over 20 years of experience as a financial and marketing consultant, a corporate founder and manager of a number of early stage public and private Canadian businesses. His industry expertise includes hospitality, publishing, financial services, technology, mining, alternative energy and healthcare. Mr. Hyland has also worked in advertising with a major mining and resource publication based in Vancouver BC. Mr. Hyland earned a Bachelor of Commerce in Entrepreneurial Management from Royal Roads University of Victoria, BC. Canada.

Gerald Diakow has served as a member of our Board of Directors and as Vice-President Exploration since April 15, 2012; during the year ended October 31, 2013, Mr. Diakow also served as our Principal Accounting and Executive Officer. Since May 2008, Mr. Diakow has served as Chief Executive Officer, President and director of Velocity Minerals Ltd., a company listed on the TSX Venture Exchange engaged in the exploration of mineral projects in western Canada. From March 2008, until December 2006, Mr. Diakow worked as a field geologist for Liberty Star Uranium and Metals Corp. an Arizona based mineral exploration company listed on the OTC Bulletin Board and the Frankfurt Stock Exchange in Germany. Mr. Diakow is a mineral explorer and prospector with over thirty years’ experience in the mining industry having begun his career in the early seventies. He has worked for several major mining corporations (Union Carbide, Canadian Superior) and has been involved is all aspects of mineral exploration and development, both in Canada and internationally. His skills include managing operations and logistics, strategic planning and regulatory issues (mining, worker safety and environmental). He has been involved with mineral properties containing diamonds, platinum group metals, gold, silver, copper, nickel, molybdenum, gypsum, limestone, gabbro, perlite, placer gold and gravel deposits. Mr. Diakow is also a member of the B.C. and Yukon Chamber of Mines and the Society of Economic Geologists.

Term of Office

Our directors are elected to hold office until the next annual meeting of the shareholders and until their respective successors have been elected and qualified. Our executive officers are appointed by our board of directors and hold office until removed by our board of directors or until their successors are appointed.

Family Relationships

There are no family relationships between our executive officers and directors.

Other Significant Employees

Other than our executive officers, we do not currently have any significant employees.

20

Legal Proceedings

During the past ten years none of our directors or executive officers was involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act and the rules thereunder require our officers and directors, and persons who own more than 10% of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies.  To our knowledge, based solely upon review of the copies of such reports received or written representations from the reporting persons, we believe that during the period covered by this Annual Report, our directors, executive officers and persons who own more than 10% of our common stock complied with all Section 16(a) filing requirements.

Corporate Governance

Our board of directors does not have a compensation committee or a nominating committee.  We believe this is appropriate given the small size of our company and the stage of our development.  We have not adopted any procedures by which our security holders may recommend nominees to our board of directors and that has not changed during the last fiscal year.

Our audit committee consists of Patrick Fitzsimmons, our President and a director, and Gerald Diakow, a director.  None of the members of our board of directors qualify as an “audit committee financial expert”, as defined by Item 407 of Regulation S-K promulgated under the Securities Act and the Exchange Act. Our Chief Financial Officer has the attributes of an audit committee financial expert.  We believe that Mr. Hyland’s experience in preparing, analyzing and evaluating financial statements, as well as his knowledge of public company reporting, will provide us with the guidance we need until we are able to expand our board to include independent directors who have the knowledge and experience to serve on an audit committee.

Code of Ethics

We adopted a Code of Ethics applicable to our officers and directors which is a “code of ethics” as defined by applicable rules of the SEC. Our code of ethics is attached as an exhibit to this Annual Report.  If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our officers or directors, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a current report on Form 8-K filed with the SEC.

ITEM 11: EXECUTIVE COMPENSATION

Table 6 summarizes all compensation for the 2013 and 2012 fiscal years received by our Chief Executive Officer, our two most highly compensated executive officers who earned more than $100,000 and up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at the end of the last completed fiscal year (collectively, the “Named Executive Officers”).

Table 6: Summary Compensation Table

21

Notes:

1.

Mr. Diakow was appointed as Vice President Exploration and director on April 15, 2012; on July 26, 2013, we appointed Mr. Diakow as our Chief Financial Officer and President. On December 2, 2013, Mr. Diakow resigned as CEO and President of the Company but continues to serve as our director. We paid $14,220 for mineral property exploration work to the company wholly owned by Mr. Diakow, and $7,355 in management fees paid directly to Mr. Diakow.

2.

Mr. Biggar was appointed as a member of our Board of Directors on August 20, 2010, and as President on September 1, 2011.  Mr. Biggar resigned from all posts he held on July 26, 2013. We agreed to pay Mr. Biggar a consulting fee of $5,000 Cdn per month in consideration of Mr. Biggar providing us with his services as a director, President and CFO.  On February 1, 2013, we entered into management consulting agreement with Mr. Biggar and revised the consulting fee paid to Mr. Biggar to $2,500 Cdn per month. Based on the contract, Mr. Biggar’s services included but were not limited to: (i) acquisition of our mineral projects and (ii) general business direction and operation of our company.

3.

Mr. Zyrianov served as our Chief Financial Officer since October 1, 2011 and until February 12, 2013.  Since October 1, 2011, we have paid Mr. Zyrianov $1,000 Cdn per month (plus applicable taxes) in accordance with his consulting agreement dated October 1, 2011.  Upon his resignation Mr. Zyrianov continued providing us with consulting services for which we agreed to reimburse Mr. Zyrianov at $3,000 Cdn per financial quarter. Mr. Zyrianov’s services included the review and preparation of our financial statements as well as general corporate service matters.  

Other than the consulting agreements with Denis Zyrianov and Ralph Biggar, we have not entered into any employment and/or consulting agreements with any executive officer or director.

Outstanding Equity Awards at Fiscal Year End

As at October 31, 2013, we did not have any outstanding equity awards.

We have  no plans that provide for the payment of retirement benefits, or benefits that will be paid primarily following retirement, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans, tax-qualified defined contribution plans and nonqualified defined contribution plans.

We do not have a compensation committee.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Table 7 presents, as of January 15, 2014, information regarding the beneficial ownership of our common stock with respect to each of our executive officers, each of our directors, each person known by us to own beneficially more than 5% of the common stock, and all of our directors and executive officers as a group.  Beneficial ownership is determined under the rules of the Securities and Exchange Commission and generally includes voting or investment power over securities.  Each individual or entity named has sole investment and voting power with respect to the shares of common stock indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted.

Table 7: Security ownership

22

Note:

(1)  Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of our shares actually outstanding on January 15, 2014.  As of January 15, 2014, there were 7,216,661 common shares issued and outstanding.

Changes in Control

We are not aware of any arrangement, which may result in a change in control in the future.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Director independence

Our common shares are quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements.  For the purpose of determining director independence, we have adopted the independence requirements of Canadian National Instrument 52-110 - Audit Committees (“NI 52-110”) as we are an OTC reporting issuer in the province of British Columbia. NI 52-110 recommends that the Board of Directors of a public company be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who has no direct or indirect material relationship with us. A material relationship is a relationship, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a director’s independent judgment. Gerald Diakow is considered an independent director. As aside from shares held by him, he has no ongoing interest or relationship with us other than serving as a director. Patrick Fitzsimmons is not an independent director because of his position as CEO and President.

As a result of our limited operating history and minimal resources, our management believes that it will have difficulty in attracting independent directors.  In addition, we would likely be required to obtain directors and officers insurance coverage in order to attract and retain independent directors.  Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.

Transactions with Related Parties

Except as disclosed below, none of the following parties has, during our last two fiscal years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, in which the Company is a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of the Company’s total assets for the last two completed fiscal years:

(i)

Any of our directors or officers;

(ii)

Any person proposed as a nominee for election as a director;

(iii)

Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding common shares;

(iv)

Any of our promoters; and

(v)

Any relative or spouse of any of the foregoing persons who has the same house as such person.

Ralph Biggar

Since inception, we have entered into the following related party transactions with Ralph Biggar, our former President and director:

(a)

On August 26, 2010, we issued 800,000 common shares to Ralph Biggar, at a price of $0.005 per share for proceeds of $4,000.

(b)

On April 13, 2012, we issued to Mr. Biggar 1,333,333 common shares at a deemed price of $0.075 in order to settle corporate indebtedness of $100,000.

(c)

On February 1, 2013, we entered into a consulting agreement with Mr. Biggar, whereby we agreed to pay him $2,500 Cdn per month.

23

Gerald Diakow

Since inception, we have entered into the following related party transactions with Gerald Diakow, our former Vice President Exploration, CEO and a current director:

(a)

On April 11, 2012, we entered into a property purchase agreement with Gerald Diakow, a director of the Company, whereby we acquired the OS Gold Claim and Quad Gold Claim from Mr. Diakow.  In consideration of the properties, we issued to Mr. Diakow 200,000 common shares at a deemed price of $0.075 per share.  Subsequent to the transaction, on April 15, 2012, Mr. Diakow was appointed as a member of our Board of Directors and Vice-President Exploration.

(b)

During the year ended October 31, 2013, we paid $14,220 (2012 - $10,000) to a company owned by Mr. Diakow, for exploration work conducted on the OS Gold Claim.

(c)

During the year ended October 31, 2013, we paid $7,355 (2012 - Nil) to Mr. Diakow, in management fees.

Denis Zyrianov

Since inception, we have entered into the following related party transactions with Denis Zyrianov, our former Chief Financial Officer:

(a)

On October 1, 2011, we entered into a consulting agreement with Denis Zyrianov whereby we agreed to pay him $1,000 Cdn per month.

(b)

On April 13, 2012, we issued 250,000 common shares at a deemed price of $0.075 per share to Denis Zyrianov as stock based compensation.

(c)

During the year ended October 31, 2013, in addition to management fees stipulated under our consulting agreement dated October1, 2011, we paid Mr. Zyrianov $5,884 (2012 - Nil) in consulting fees.

ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES

(1)  Audit Fees and Related Fees

The aggregate fees billed and accrued for each of the last two fiscal years for professional services rendered by our principal accountant for the audit of our annual consolidated financial statements and for the review of our financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:

2013 - $11,386 - Dale Matheson Carr-Hilton Labonte LLP

2012 - $15,000 - Dale Matheson Carr-Hilton Labonte LLP

(2)  Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

2013 - $0 - Dale Matheson Carr-Hilton Labonte LLP

2012 - $0 - Dale Matheson Carr-Hilton Labonte LLP

(3)  Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2013 - $2,697 - Dale Matheson Carr-Hilton Labonte LLP

2012 - $2,128 - Dale Matheson Carr-Hilton Labonte LLP

 (4)  All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2) and (3) was:

2013 - $0 - Dale Matheson Carr-Hilton Labonte LLP

2012 - $0 - Dale Matheson Carr-Hilton Labonte LLP

24

Our board of directors pre-approves all audit and permissible non-audit services provided by the independent auditors.  These services may include audit services, audit-related services, tax services and other services.

ITEM 15: EXHIBITS

The following table sets out the exhibits either filed herewith or incorporated by reference.

Notes:

(1)  Filed with the SEC as an exhibit to our Registration Statement on Form S-1 filed on June 12, 2012.

(2)  Filed with the SEC as an exhibit to our Registration Statement on Form S-1/A2 filed on August 23, 2012.

(3)  Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on January 28, 2013.

(4)  Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on March 8, 2013.

(5)  File with the SEC as an exhibit to our Current Report on Form 8-K filed on December 4, 2013.

(6)  File with the SEC as an exhibit to our Current Report on Form 8-K filed on January 9, 2014.

(7)  Filed herewith.

25

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.

Dated:   January 28, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated

26