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Golden Matrix Group, Inc. - Quarter Report: 2009 January (Form 10-Q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

[X]
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the quarterly period ended January 31, 2009
   
[  ]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the transition period __________ to __________
   
 
Commission File Number:  333-153881

Ibex Resources Corp.
(Exact name of small business issuer as specified in its charter)

Nevada
N/A
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)

530 – 1015  4th Street, S.W.
Calgary, Alberta, Canada
(Address of principal executive offices)

(403) 922-8562
(Issuer’s telephone number)
_______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [ ] Yes    [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer Accelerated filer
[  ]  Accelerated filer
[ ] Non-accelerated filer
[X]  Smaller reporting company

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 11,100,000 common shares as of March 5, 2009.
 

 
PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

Our unaudited interim consolidated financial statements included in this Form 10-Q are as follows:
 


These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended January 31, 2009 are not necessarily indicative of the results that can be expected for the full year.
 
IBEX RESOURCES CORP.
(A Pre-exploration Stage Company)
INTERIM CONSOLIDATED BALANCE SHEETS
January 31, 2009 and July 31, 2008
(Stated in US Dollars)
(Unaudited)

ASSET
January 31,
2009
 
July 31,
2008
       
Current
     
Cash
$ 31,160   $ 116,300
Prepaid expenses
  214     142
  $ 31,374   $ 116,442
           
LIABILITIES
         
 
         
Current
         
Accounts payable and accrued liabilities
$ 1,713   $ 10,956
Due to related party – Note 5
  1,000     2,200
    2,713     13,156
           
STOCKHOLDERS’ EQUITY          
           
Preferred stock, $0.001 par value 10,000,000 shares authorized, none outstanding
         
Common stock, $0.001 par value 90,000,000 shares authorized
11,100,000 (July 31, 2008: 11,100,000) shares issued
  11,100     11,100
Additional paid in capital
  101,275     101,275
Accumulated other comprehensive income
  395     -
Deficit accumulated during the pre-exploration stage
  (84,109)     (9,089)
    28,661     103,286
  $ 31,374   $ 116,442
 
SEE ACCOMPANYING NOTES
IBEX RESOURCES CORP.
(A Pre-exploration Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
for the three and six months periods ended January 31, 2009,
and the period from June 4, 2008 (Date of Inception) to January 31, 2009
(Stated in US Dollars)
(Unaudited)

 
Six Months Ended
January 31, 2009
 
Three Months Ended
January 31, 2009
 
June 4, 2008
(Date of Inception) to
January 31, 2009
           
Expenses
         
Accounting and audit fees
$ 22,772   $ 7,010   $ 23,560
Bank charges
  280     74     313
Foreign exchange loss
  408     386     3,674
Legal fees
  19,139     5,462     22,941
Management fees – Note 5
  6,000     3,000     7,000
Mineral property option costs
  1,875     -     1,875
Mineral property exploration costs
  15,865     3,615     15,865
Office expenses
  1,200     600     1,400
Regulatory expenses
  4,000     4,000     4,000
Transfer agent and filing fees
  3,481     2,536     3,481
                 
Net loss for the period
  (75,020)     (26,683)     (84,109)
                 
Other comprehensive income:
               
Foreign exchange translation adjustment
  395     381     395
                 
Comprehensive loss for the period
$ (74,625)   $ (26,302)   $ (83,714)
                 
Basic and diluted loss per share
$ (0.01)   $ (0.00)      
                 
Weighted average number of shares outstanding
  11,100,000     11,100,000      
                 
                 
Comparative figures for the three and six months periods ended January 31, 2008 are not presented as the Company was incorporated on June 4, 2008
 
SEE ACCOMPANYING NOTES
IBEX RESOURCES CORP.
(A Pre-exploration Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three and six months periods ended January 31, 2009,
and the period from June 4, 2008 (Date of Inception) to January 31, 2009
(Stated in US Dollars)
(Unaudited)

 
Six Months Ended
January 31, 2009
 
June 4, 2008
(Date of Inception) to
January 31, 2009
       
Cash Flows used in Operating Activities
     
Net loss for the period
$ (75,020)   $ (84,109)
Changes in non-cash working capital items:
         
Prepaid expenses
  (72)     (214)
Accounts payable and accrued liabilities
  (8,848)     2,108
           
Net cash used in operating activities
  (83,940)     (82,215)
           
Cash Flows from Financing Activities
         
Capital stock issued
  -     112,375
Increase (decrease) in due to related party
  (1,200)     1,000
           
Net cash (used in) provided by financing activities
  (1,200)     113,375
           
(Decrease) increase in cash during the period
  (85,140)     31,160
           
Cash, beginning of the period
  116,300     -
           
Cash, end of the period
$ 31,160   $ 31,160
           
Supplemental information
         
Interest and taxes paid in cash
$ -   $ -
           
           
Comparative figures for the six months period ended January 31, 2008 are not presented as the Company was incorporated on June 4, 2008
 
SEE ACCOMPANYING NOTES
IBEX RESOURCES CORP.
(A Pre-exploration Stage Company)
INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
for the period from June 4, 2008 (Date of Inception) to January 31, 2009
(Stated in US Dollars)
(Unaudited)

 
 
 
Common Shares
 
 
Additional
Paid In
 
Accumulated
Other
Comprehensive
 
Deficit
Accumulated
During the
Pre-exploration
   
 
Number
 
Cash
 
Capital
 
Loss
 
Stage
 
Total
                       
Capital stock issued for cash:       – at $0.008
  6,000,000   $ 6,000   $ 42,000   $ -   $ -   $ 48,000
 – at $0.014 
 
5,100,000     5,100     66,300     -     -     71,400
Less: commission
  -     -     (7,025)     -     -     (7,025)
Net loss for the period
  -     -     -     -     (9,089)     (9,089)
                                   
Balance July 31, 2008
  11,100,000     11,100     101,275     -     (9,089)     103,286
                                   
Net loss for the period
  -     -     -     -     (75,020)     (75,020)
Foreign exchange translation adjustment
  -     -     -     395     -     395
                                   
Balance January 31, 2009
  11,100,000   $ 11,100   $ 101,275   $ 395   $ (84,109)   $ 28,661
 
SEE ACCOMPANYING NOTES
IBEX RESOURCES CORP.
(A Pre-exploration Stage Company)
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2009
(Stated in US Dollars)
(Unaudited)
 
Note 1.
Basis of Presentation

 
While the information presented in the accompanying January 31, 2009 interim consolidated financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with the accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.  These consolidated financial statements should be read in conjunction with the Company’s July 31, 2008 audited financial statements.

 
Operating results for the six months ended January 31, 2009 are not necessarily indicative of the results that can be expected for the year ending July 31, 2009.

Note 2
Nature of Operations

The Company was incorporated in the state of Nevada, United States of America on June 4, 2008.  The Company is a pre-exploration stage company and was formed for the purpose of acquiring exploration and development stage mineral properties.  The Company’s year-end is July 31.

The Company intends on exploring its mineral property and has not yet determined the existence of economically recoverable reserves.  The recoverability of amounts incurred on its mineral property is dependent upon the existence of economically recoverable reserves in its mineral property, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete their development, and the attainment and maintenance of future profitable production or disposition thereof.

Note 3
Ability to Continue as a Going Concern
        
These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months.  Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Ibex Resources Corp. 
(A Pre-Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
January 31, 2009
(Stated in US Dollars)
(Unaudited)

Note 4
Summary of Significant Accounting Policies
 
Principles of Consolidation

 
These consolidated financial statements include the accounts of the Company and IRC Exploration Ltd., a wholly owned subsidiary incorporated in Canada on August 1, 2008.  All significant inter-company transactions and balances have been eliminated.

New Accounting Pronouncements

 
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007. There was no impact on the Company’s quarterly financial statements resulting from adoption of this new standard.
 
In February 2007, FASB issued FASB Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". FASB 159 is effective for fiscal years beginning after November 15, 2007. FASB 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. The Company has adopted this standard effective August 1, 2008. There was no material impact on its financial position or result of operations.
 
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations (“SFAS No. 141R”). This standard replaces SFAS141 and establishes principles and requirements for an acquirer, recognizes and measures in its financial statement the identifiable assets acquired and liabilities assumed, any non-controlling interest in the acquiree, and the goodwill acquired. This standard also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. This standard is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of this statement.

 
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Non controlling Interests In Consolidated Financial Statements – an amendment to ARB No.51 (“SFAS No. 160”). This standard Amends ARB 51 to establish accounting and reporting standards for a non- controlling interest in a subsidiary and for deconsolidation of a subsidiary. This standard applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. This standard may not be applied before that date. The Company is currently evaluating the impact of this statement.

Ibex Resources Corp. 
(A Pre-Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
January 31, 2009
(Stated in US Dollars)
(Unaudited)

Note 4 
Summary of Significant Accounting Policies (cont’d)
             
New Accounting Pronouncements (cont’d)

 
In March 2008, the FASB issued SFAS 161 “Disclosures about Derivative Instruments and Hedging Activities – an amendment of SFAS 133. This Statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The adoption of this statement is not expected to have a material effect on the Company’s future reported financial position or results of operations.
 
In June 2008, the FASB ratified EITF Issue No. 07-5, Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity’s Own Stock (“EITF 07-5”). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact, if any, on its consolidated financial position and results of operations.
 
In December 2008, the FASB issued FSP FAS140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.” This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special-purpose entities. This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. We do not expect the adoption of the FSP will have any impact on our results of operations.
 
Note 5
Related Party Transactions

The amount due to related party is due to the Company’s president for unpaid management fees and is unsecured, non-interest bearing and has no specific terms for repayment.

During the six months period ended January 31, 2009, the Company incurred $6,000 of management fees charged by the Company’s president.
 
Ibex Resources Corp. 
(A Pre-Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
January 31, 2009
(Stated in US Dollars)
(Unaudited)

Note 6
Commitments

 
a)
On July 1, 2008, the Company entered into a Corporate Management Services Agreement with the Company’s president for Management Services.  Pursuant to the agreement the president will receive $1,000 per month plus expenses for services rendered.  The agreement may be terminated by either party upon 30 days written notice.

 
b)
On August 11, 2008, the Company’s wholly owned subsidiary, IRC Exploration Ltd. (“IRC”), entered into a property option agreement whereby IRC was granted an option to earn up to an 85% interest in one mineral claim (the “Queen” claim) consisting of 457.7 hectares located in the Omineca Mining Division of British Columbia.  The option agreement is denominated in Canadian dollars.  Consideration for the option is cash payments totalling $44,146 (CDN$54,000) and aggregate exploration expenditures of $198,110 (CDN$241,000) as follows:

i)  
Cash payments:

·  
CDN$2,000 ($1,875) upon execution of the Option agreement (paid);
·  
CDN$2,000 ($1,626) on or before July 31, 2009;
·  
CDN$50,000 ($40,146) on or before July 31. 2010.

 
ii)
Exploration expenditures of $14,157 (CDN$15,000) on or before July 31, 2009 (expenses incurred), $27,401 (CDN$31,000) in aggregate on or before July 31, 2010; $198,110 (CDN$241,000) in aggregate on or before July 31, 2011.

 
Upon earning its 85% interest in the option, the Company shall enter into a joint venture agreement to develop and operate the property.
 
 
Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

We were incorporated on June 4, 2008, under the laws of the state of Nevada.  We hold an option to acquire an 85% interest in the Queen claim, located in the Omineca district of central British Columbia, Canada.  Mr. Harry Bygdnes is our President, CEO, Secretary, Treasurer, and sole director.

Our business plan is to proceed with the exploration of the Queen claim to determine whether there are commercially exploitable reserves of gold or other metals on the claim.  We intend to proceed with the initial exploration program as recommended by our consulting geologist.

Phase I of the recommended geological program cost us a total of approximately $15,865 and has been paid to our mineral property operator during the six months ended January 31, 2009. Phase I consisted of on-site surface reconnaissance, mapping, sampling, and geochemical analyses. The field work portion of this program has been completed and we expect the geochemical analysis and our geological consultants’ report on Phase I of our exploration program to be complete late in the first quarter of 2009.
 

In the next 12 months, we anticipate spending an additional $20,000 on administrative expenses, including fees payable in connection with complying with reporting obligations, $12,000 to our President, Mr. Bydgnes, in accordance with a Corporate Management Services Agreement between us and Mr. Bygdnes, and $1,000 to our geological consultant for data compilation and report preparation on Phase I of our exploration program.

Once we receive the analyses of our Phase I exploration program, our board of directors, in consultation with our consulting geologist will assess whether to proceed with additional mineral exploration programs.  In making this determination to proceed with a further exploration, we will make an assessment as to whether the results of the initial program are sufficiently positive to enable us to proceed.  This assessment will include an evaluation of our cash reserves after the completion of the initial exploration, the price of minerals, and the market for the financing of mineral exploration projects at the time of our assessment.

Phase II would entail further on-site surface reconnaissance, mapping, sampling, geochemical analyses and backhoe trenching based on the outcome of the Phase I exploration program.  The Phase II program will cost approximately $16,000.  We anticipate commencing this phase in the Fall of 2009.

Total expenditures over the next 12 months are expected to be approximately $49,000. We had $28,661 in working capital as of January 31, 2009.  In the event our board of directors, in consultation with our consulting geologist, chooses to conduct the Phase II mineral exploration program beyond the initial program, we have sufficient funding to commence and perhaps complete Phase II, but we will not be able to complete Phase II and cover additional administrative expenses. Thus, we will require additional funding in order to complete Phase II, undertake further exploration programs on the Queen claim, and to cover all of our anticipated administrative expenses. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stocks and from loans from our director.  We cannot provide investors with any assurance, however, that we will be able to raise sufficient funding from the sale of our common stock and from loans from our director to fund all of our anticipated expenses.  We do not have any arrangements in place for any future equity financing and there is no assurance that we will be successful in completing any further private placement financings. We believe that outside debt financing will not be an alternative for funding exploration programs on the Queen Claim. The risky nature of this enterprise and lack of tangible assets other than our mineral claim places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated.

In the event the results of our initial exploration program proves not to be sufficiently positive to proceed with further exploration on the Queen claim, we intend to seek out and acquire interests in additional mineral exploration properties which, in the opinion of our consulting geologist, offer attractive mineral exploration opportunities.  Presently, we have not given any consideration to the acquisition of other exploration properties because we have not yet commenced our initial exploration program and have not received any results.
 

During this exploration stage Mr. Bygdnes, our President, will only be devoting approximately five to ten hours per week of his time to our business.  We do not foresee this limited involvement as negatively impacting our company over the next twelve months as all exploratory work is being performed by outside consultants.  If, however, the demands of our business require more business time of Mr. Bygdnes for activities such as raising additional capital or addressing unforeseen issues with regard to our exploration efforts, he is prepared to devote more time to our business. However, he may not be able to devote sufficient time to the management of our business, as and when needed.

We do not intend to purchase any significant equipment for the next twelve months.

Trading Status

On December 31, 2008, the Financial Industry Regulatory Authority (FINRA) cleared our application for a trading symbol.  We are now dually quoted on the Pink Sheets and OTCBB under the symbol IBXR.

Results of Operations for the Three and Six Months Ended January 31, 2009 and Period from June 4, 2008 (Date of Inception) until January 31, 2009

We generated no revenue for the period from June 4, 2008 (Date of Inception) until January 31, 2009. We do not anticipate earning revenues until such time that we exercise our option and enter into commercial production of the Queen Claim.  We are presently in the pre-exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on the Queen Claim, or if such resources are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $26,683 for the three months ended January 31, 2009. These operating expenses consisted primarily of accounting and audit expenses of $7,010, legal fees of $5,462, regulatory expenses of $4,000, mineral property exploration payments of $3,615, management fees of $3,000 and transfer agent and filing fees of $2,536.  We incurred operating expenses in the amount of $75,020 for the six months ended January 31, 2009. These operating expenses consisted primarily of accounting and audit expenses of $22,772, legal fees of $19,139, regulatory expenses of $4,000, mineral property exploration payments of $15,865, management fees of $6,000 and transfer agent and filing fees of $3,481.  We incurred operating expenses in the amount of $84,109 for the period from June 4, 2008 (Date of Inception) through January 31, 2009. These operating expenses consisted primarily of accounting and audit expenses of $23,560, legal fees of $22,941, regulatory expenses of $4,000, mineral property exploration payments of $15,865, management fees of $7,000, transfer agent and filing fees of $3,481 and foreign exchange loss of $3,674.

We anticipate our operating expenses will increase as we undertake our plan of operations.  The increase will be attributable to undertaking our geological exploration program and the professional fees that we will incur in connection with becoming a reporting company under the Securities Exchange Act of 1934.
 

We recorded a net loss of $26,683 for the three months ended January 31, 2009, $75,020 for the six months ended January 31, 2009, and $84,109 for the period from June 4, 2008 (Date of Inception) until January 31, 2009.

Comparative figures for the three and six months periods ended January 31, 2008 are not presented as the Company was incorporated on June 4, 2008.

Liquidity and Capital Resources

As of January 31, 2009, we had total current assets of $31,374.  We had $2,713 in current liabilities as of January 31, 2009. Thus, we had working capital of $28,661 as of January 31, 2009.

Net cash used in operating activities were $83,940 and $82,215 for the six months ended January 31, 2009 and for the period from June 4, 2008 (Date of Inception) to January 31, 2009, respectively. Our main source of cash was from the sale of our common stocks which generated $112,375 in cash flow to date since the date of our inception.

We have not attained profitable operations and are dependent upon obtaining financing to pursue significant exploration activities beyond those planned for the current fiscal year.  For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Off Balance Sheet Arrangements

As of January 31, 2009, there were no off balance sheet arrangements.

Going Concern
 
Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that we will be able to meet our obligations and continue our operations for the next fiscal year.  Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should we be unable to continue as a going concern.  Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.
 

Item 4T.     Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of January 31, 2009.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Mr. Harry Bygdnes. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2009, our disclosure controls and procedures are effective.  There have been no changes in our internal controls over financial reporting during the quarter ended January 31, 2009.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
 

PART II – OTHER INFORMATION

Item 1.     Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A:  Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

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

None

Item 3.     Defaults upon Senior Securities

None

Item 4.     Submission of Matters to a Vote of Security Holders

No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended January 31, 2009.

Item 5.     Other Information

None

Item 6.      Exhibits



SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Ibex Resources Corp.
   
Date:
March 6, 2009
   
 
By:       /s/ Harry Bygdnes                                           
             Harry Bygdnes
Title:    Chief Executive Officer and Director