Sanwire Corp - Annual Report: 2012 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

FORWARD LOOKING INFORMATION

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars.

As used in this annual report, the terms "we", "us", "our", “Company” and "Sanwire" mean Sanwire Corporation unless otherwise indicated.

PART I

Item 1. Business

The Company changed its business focus during 2007 and in 2008 and completed the changeover to mining exploration and development, which was the concept utilized when the Company was incorporated. In order to complete the transformation, the Company completed a reverse stock split during 2008, settled the majority of its liabilities through a share exchange for debt and acquired a privately held Canadian mining corporation with a single mining asset, former Gold Producer, The Bullmoose Mine, located in the Northwest Territory of Canada. In 2009 and 2010, the company completed a limited program on the mining properties in Canada, sufficient to maintain the lease and mineral claims in good standing.

On January 10, 2013, the Board of Directors of the Company approved the followings:

1. One (1) for fifty (50) reverse split of the issued and outstanding shares of Sanwire common stock;

2. To amend the Company’s Article of Incorporation to change the name of the Company to “Sanwire Corporation,” and

3. To amend the Company's Articles of Incorporation to increase the number of authorized shares of Common Stock, par value $.00001 per share, of the Company from 500,000,000 shares to 750,000,000 shares after the Reverse Split.

The Company has since entered into a Settlement Agreement to rescind its interest in Bullmoose (see Item 3 – Legal Proceedings).

Item 1A. Risk Factors

We are subject to a number of risks and uncertainties that could materially harm our business or inhibit our strategic plans. Before investing in our common stock, you should carefully consider the following:

• we have a history of losses and may not be able to operate profitably or sustain positive cash flow in future periods;
• we face competition in our markets and we expect this competition to intensify; and
• we received a going concern opinion from our independent auditors report accompanying our December 31, 2012 and December 31, 2011 consolidated financial statements.
• the Company was subject to a cease trade order, which was pronounced by the British Columbia Securities Commission on August 18, 2009 by reason of the Company’s failure to file financial statements in British Columbia. The Order was rescinded on December 27, 2012.

Item 1B. Unresolved Staff Comments

There are no unresolved issues with SEC Staff to the best knowledge of the directors.

Item 2. Properties

The Company's wholly owned Canadian subsidiary, Bullmoose Mines Ltd. (“Bullmoose”), owns Mineral Lease # 2775 and four (4) located mineral claims, Big Boo # 5, 6, 7 and 8, located in the Southwest Mackenzie Mining District (NTS 85 1/7) approximately 53 miles east south east of Yellowknife, NT Canada.

Item 3. Legal Proceedings

On October 22, 2010, the Company initiated a claim in the Supreme Court of British Columbia against a former officer of the Company and certain other companies controlled directly or indirectly by the former officer, to assert its interest in Bullmoose. On October 14, 2008, the Company had acquired Bullmoose as described in Note 3 to the attached consolidated financial statements. However, on or about August 10, 2010, the Company and its directors and officers other than the defendant discovered that that Defendant had apparently taken steps to sell the Company’s interest in Bullmoose to a third party in which that Defendant had a significant interest.

On or about December 15, 2010, the Company entered into a settlement agreement underwhich the Company’s acquisition of Bullmoose will be rescinded (the “Settlement Agreement”). More particularly, the 120,000 shares issued by the company as consideration for the acquisition will be cancelled and $75,000 of the $85,000 as part consideration for the acquisition, will be returned to the Company. The Company continues to retain title to Bullmoose as of December 31, 2012.

On the Closing Date (July 3, 2012, the first business day after June 30 2012) all parties to the Settlement Agreement, except those responsible to return the $75,000 to the Company, tendered signed Settlement documents. As a result, the Company cancelled the 120,000 shares and commenced an action in the Supreme Court of British Columbia to recover the $75,000. The Company takes the position that until this sum is paid, it continues to hold title to the mineral properties through its ownership of all issued Bullmoose shares.

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

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common shares are quoted on the OTC Markets QB tier under the symbol “NTMG”. The following quotations reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid prices for our common shares (obtained from www.otcmarkets.com) for each full financial quarter for the two most recent full fiscal years were as follows:

Item 6. Selected Financial Data

No disclosure is required hereunder as Sanwire is a "smaller reporting company," as defined in Item 10(f) of Regulation S-K. Please see our audited consolidated financial statements included in this annual report on Form 10-K for detailed financial information.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

THE FOLLOWING MANAGEMENT DISCUSSION AND ANALYSIS (“MD&A”) PROVIDES INFORMATION ON THE ACTIVITIES OF SANWIRE CORPORATION (“NTMG” OR THE “COMPANY”) AND SHOULD BE READ IN CONJUNCTION WITH THE COMPANY’S AUDITED CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN FORM 10-K. READERS ARE CAUTIONED THAT MANAGEMENT DISCUSSION AND ANALYSIS CONTAINS FORWARD-LOOKING STATEMENTS AND THAT ACTUAL EVENTS MAY VARY SIGNIFICANTLY FROM MANAGAGEMENT’S EXPECTIONS.

Our consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

Sanwire was incorporated in the state of Nevada on February 10, 1997. Its wholly owned subsidiary, Bullmoose Mines Ltd. (“BML”), was incorporated in the Northwest Territories, Canada on February 29, 2000. On October 14, 2008, the Company acquired BML.

The Company was formerly named Clear Water Mining, Inc. (to March 11, 1999), E-Casino Gaming Corporation (to June 21, 1999), E-Vegas.com Inc. (to July 20, 2000), 1st Genx.com Inc. (to October 18, 2001), Oasis Information Systems, Inc. (to January 27, 2005), 777 Sports Entertainment, Corp. (to September 26, 2008) and NT Mining Corporation (to March 8, 2013). On December 15, 2007, the Company’s former president died and the Company then discontinued its business operations.

Our Current Business

The Company changed its business focus during 2007 and in 2008 and completed the changeover to mining exploration and development, which was the concept utilized when the Company was incorporated. In order to complete the transformation, the Company completed a reverse stock split during 2008, settled the majority of its liabilities through a share exchange for debt and acquired a privately held Canadian mining corporation with a single mining asset, former Gold Producer "The Bullmoose Mine", located in the Northwest Territory of Canada. In 2009 and 2010, the company completed a limited program on the mining properties in Canada, sufficient to maintain the lease and mineral claims in good standing.

In 2011, the Company settled litigation it had initiated to assert its interest in the Bullmoose Mine. Under the settlement the Company’s acquisition of Bullmoose will be rescinded. More particularly, the 120,000 shares issued by the company as consideration for the acquisition will be cancelled and $75,000 of the $85,000 paid as part consideration for the acquisition, will be returned to the Company. The closing date has been set for June 30, 2012. Until that date and afterwards, if the settlement does not close, the Company continues to retain title to Bullmoose.

Results of Operation - For the year ended December 31, 2012 and 2011

Revenue – Sanwire has not generated any revenues since inception.

Expenses – Total expenses in the amount of $239,786 were recorded for the year ended December 31, 2012, as compared to expenses of $209,426 for the year ended December 31, 2011. The increase in expenses for the year ended December 31, 2012, as compared to the year ended December 31, 2011, is primarily attributable to the increase in general and administrative expenses. The costs can be subdivided into the following categories.

Sanwire plans to carefully control its expenses and overall costs. The Company does not have any employees and engages personnel through outside consulting contracts or agreements or other such arrangements.

Liquidity and Capital Resources

During the year ended December 31, 2012, Sanwire satisfied its working capital needs by carefully managing its cash flow and deferring payments to its services vendors. As December 31, 2012, the Company had cash and cash equivalents on hand in the amount of $1,094 (2011 - $1,136) and current payable and accrued liabilities of $1,373,129 (2011 - $1,073,784). As at December 31, 2012, Sanwire has $530,352 (2011 - $317,783) in accounts payable and accrued liabilities, $480,624 (2011 - $469,785) in debentures payable, $187,931 (2011 - $172,973) in note payable, and an additional $174,222 (2011 - $113,243) payable to related parties. Given the proposed business activities of Sanwire, management does not expect that the current level of cash on hand will be sufficient to fund its operation for the next twelve month period.

To achieve our goals and objectives for the next 12 months, we plan to reduce operating expenses, delay exploration and mining expenditures, negotiate with creditors to defer payments.

Cash Used in Operating Activities

Operating activities for the year ended December 31, 2012 and 2011 used cash of $61,021 and $53,774 net of foreign exchange effect, respectively, which reflect our recurring operating losses. Our net losses of $464,429 and $189,741 for the years ended December 31, 2012 and 2011, respectively, were the primary reasons for our negative operating cash flow in both years. Our reporting negative operating cash flows for the year ended December 31, 2012 was offset by imputed interest of $10,839 on debenture, accrued interest of $58,234 and provision for mining interest write-off of $78,000. We reported a loss on settlement of accounts payable in the amount of $77,000 during the year ended December 31, 2012. We reported a write-off of accounts payable in the amount of $90,000 during the year ended 31 December 2011 related to a mineral property option agreement dated June 22, 2010 in which the Company could acquire 100% interest in certain mineral property interest located in Vancouver, British Columbia, Canada (the “Valentine Gold Claim”).

Cash Used in Investing Activities

For the year ended December 31, 2012, we used $Nil in investing activities as compared to $Nil for the year ended December 31, 2011.

Cash from Financing Activities

Net cash flows provided by financing activities for the year ended December 31, 2012 was $60,979, mainly from related parties. Net cash flows provided by financing activities for the year ended December 31, 2011 was $53,954 mainly from related parties.

Off-Balance Sheet Arrangement

As of December 31, 2012 and 2011, Sanwire did not have any off-balance sheet arrangements.

Capital Expenditure

Capital expenditures for the years ended December 31, 2012 and 2011, amounted to $Nil. Sanwire does not anticipate any significant purchase or sale of equipment over the next 12 months.

Requirement for Additional Financing

The Company is in the mineral exploration and development business and has incurred losses since its inception. The Company has no revenue generating operations and has funded its operations primarily through trade credit.

Going Concern

The Company has incurred net losses for the period from inception on February 10, 1997 to December 31, 2012 of $10,834,458 and has no source of revenue. The continuity of the Company’s future operations is dependent on its ability to obtain financing and upon future acquisition, exploration and development of profitable operations from its mineral properties.

These factors create substantial doubt as to the Company’s ability to continue as a going concern.

Critical Accounting Policies

Long-Lived Assets

Long-lived assets, including mining property, are evaluated for impairment whenever events or conditions indicate that the carrying value of an asset may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets.

Income Taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the consolidated financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

Financial instruments

The carrying values of cash and cash equivalents, accounts payable, debenture payable, note payable and due to related parties approximate fair values due to the short term maturity of these financial instruments.

Credit Risk

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies. As a result, credit risk is considered insignificant.

Currency Risk

The Company’s major expenses and payables are in United States currency and are expected to continue to incur in United States currency. Fluctuations in the exchange rate between the United States dollar and other currency may have a material effect on the Company’s business, financial condition and results of operations. The Company does not actively hedge against foreign currency fluctations.

Interest Rate Risk

The Company has non-interest paying cash balances and interest-bearing debt with interest rates fixed at 10% to 12%.  It is management’s opinion that the Company is not exposed to significant interest risk arising from these financial instruments.

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by continuously monitoring actual and projected cash flows and matching the maturity profile of financial assets and liabilities. As at December 31, 2012, the Company had a working capital deficit of $1,372,035 (2011 – $1,072,607). The Company plans to improve its financial condition by obtaining new financing through loans. There is no assurance that the Company will be successful in accomplishing this objective.

Acquisition of Bullmoose Mines Ltd.

In 2008, the Company acquired all of the outstanding common shares of a Canadian corporation, Bullmoose Mines Ltd, which holds title to the former Gold Producer, the Bullmoose Mine, located in the Northwest Territory for cash, shares and the assumption of debt.

On October 22, 2010, the Company initiated a Claim in the Supreme Court of British Columbia against a former officer of the Company and certain other companies controlled directly or indirectly by the former officer, to assert its interest in Bullmoose. On October 14, 2008, the Company had acquired Bullmoose as described in Note 3 to the attached consolidated financial statements. However, on August 10, 2010, the Company and its directors and officers, other than the Defendant discovered that the Defendant had apparently taken steps to sell the Company’s interest in Bullmoose to a third party in which that Defendant had a significant interest.

On or about December 15, 2010, the Company entered into a Settlement Agreement underwhich the Company’s acquisition of Bullmoose will be rescinded. More particularly, the 120,000 shares issued by the Company as consideration for the acquisition will be cancelled and $75,000 of the $85,000 as part consideration for the acquisition, will be returned to the Company.

On the Closing Date (July 3, 2012, the first business day after June 30, 2012) all parties to the Settlement Agreement, except those responsible to return the $75,000 to the Company, tendered signed Settlement documents. As a result, the Company cancelled the 120,000 shares and commenced an action to recover the $75,000. The Company takes the position that until this sum is paid, it continues to hold title to the mineral properties through its ownership of all issued Bullmoose shares.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” (as defined in Item 10(f) of Regulation S-K), our Company is not required to provide information required by this Item.

Item 8. Financial Statements and Supplementary Data

See our audited consolidated financial statements immediately following the signature page of this Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no disagreements on accounting or financial disclosure matters with the Company’s independent accountants or auditors to report under this Item 8.

On November 15, 2012, the Company was notified by James Stafford, Inc. Chartered Accountants (James Stafford) that they were no longer able to carry on audits for any American public companies doing SEC filings. On November 21, 2012, the board of directors of the Company approved and authorized the engagement of Malone Bailey LLP, of 10350 Richmond Ave Suite 800, Houston, TX 77042, as the Company's independent registered principal accountant.

Item 9A. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Chief Executive Officer and our Chief Financial Officer, Carman Parente, to allow for timely decisions regarding required disclosure. Our Chief Executive Officer and our Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for our Company.

Carman Parente, our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of December 31, 2012. Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2012. However, the Company has since taken steps to remedy certain identified deficiencies in its disclosure controls and procedures.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

We are responsible for the preparation and integrity of our published financial statements. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and, accordingly, include amounts based on judgments and estimates made by our management. We also prepared the other information included in the annual report and are responsible for its accuracy and consistency with the financial statements.

We are responsible for establishing and maintaining a system of internal control over financial reporting, which is intended to provide reasonable assurance to our management and Board of Directors regarding the reliability of our financial statements. We have assessed our internal control system in relation to criteria for effective internal control over financial reporting described in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based upon these criteria, we have identified the following material weaknesses in our internal control over financial reporting:

Lack of Independent Board of Directors and Audit Committee

Management is aware that an audit committee composed of the requisite number of independent members along with a qualified financial expert has not yet been established. Considering the costs associated with procuring and providing the infrastructure to support an independent audit committee and the limited number of transactions, management has concluded that the risks associated with the lack of an independent audit committee are not sufficient to justify the creation of such a committee at this time. Management will periodically re-evaluate this situation.

Lack of Segregation of Duties

Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management will periodically reevaluate this situation.

Based on the identification of the weaknesses, our management has concluded that, as of the end of the period covered by this report on Form 10-K, our disclosure controls and procedures were not effective. Also, based upon that evaluation, our principal executive and financial officers have concluded that our company’s controls and procedures over financial reporting are inadequate at the end of the period covered by this report. To overcome these weaknesses, our principal executive and financial officers have reviewed and provided additional substantive accounting information and data to our independent auditors in connection with the preparation of this annual report. Therefore, despite the weaknesses identified, our principal executive and financial officers believe that there are no material inaccuracies or omissions of material facts necessary to make the statements included in this report not misleading in light of the circumstances under which they are made.

There have been no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financing reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the SEC rule that permit us to provide only management’s report in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the last quarter of our fiscal year ended December 31, 2012, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Identification of Directors and Executive Officers

The following table sets forth the names of all directors and executive officers of the Company as of April 15, 2013 and December 31, 2012. These persons will serve until the next annual meeting of the stockholders or until their successors are elected or appointed and qualified, or their prior resignation or termination

December 31, 2012

April 15, 2013

Mr. Carman Parente

Mr. Carman Parente is a business and financial consultant and since 1993 has been working with numerous Canadian and US private and public venture capital companies, in a variety of industries which include manufacturing, internet technology, precious mineral exploration and oil and gas drilling, specifically in the area of financing. Mr. Parente currently owns and operates a nutrecuticle distribution company operating throughout Canada as well as being a managing partner in a functional food processing venture. Mr. Parente is also a partner in a five and half acre greenhouse facility in the Vancouver lower mainland. As well Mr. Parente is currently president and director of Carbon Products Industries, Inc., a US based non-trading company exploring the carbon trading markets with specific focus on local based initiatives for creating carbon credits. Mr. Parente holds a Diploma of Technology in Operations Management from British Columbia Institute of Technology as well as his C.I.M. Designation, Canadian Institute of Management, Ottawa.

Jordan S. Wangh

Mr. Jordan S. Wangh has been the Chief Executive Officer and President of World Web Publishing.com Corp., since January 4, 2008. Mr. Wangh serves as the President/Owner of Omnexis Consulting Corporation, which he founded in 2005 to provide financial and public company consulting services. He served as the Chief Executive Officer of Sanwire Corp. since April 28, 2006 until May 16, 2011. He served as the President of Sanwire Corp. from September 2008 to May 16, 2011. In the past five years, he has held a variety of positions in sales, management, software development and IT consulting. From 2002 to 2005, he served as the North America Sales Manager of Comony Enterprise. As a Software Designer and Developer for Sony Electronics from 2000 to 2003, Mr. Wangh designed, built and developed customized product systems based on client consultation. He has been a Director of World Web Publishing.com Corp., since January 4, 2008. Mr. Wangh holds a BS in Computer Engineering from Santa Clara University in 1999.

Richard A. Fesiuk

Mr. Richard Albert Fesiuk serves as the President of Atrypa Gold Corp. Mr. Fesiuk served as the Chief Financial Officer and Secretary of Sanwire Corp. from December 12, 2007 to May 16, 2011. Previously, he served as a Director or Officer of several TSX Venture-listed companies, including General Energy Corp. and Avance International Inc. He served as Treasurer of Sanwire Corp. from September 2008 to May 16, 2011. His experience in the mining industry is extensive, encompassing all phases of exploration, development and production throughout North and South America. He has conducted research for innovative mineral extraction methods involving jigs of various types and has constructed and repaired mineral concentration equipment through his previous experience as a heavy duty mechanic. Mr. Fesiuk has been a Member of Advisory Board at Auric Mining Company since April 29, 2011.

Naiel P. Kanno

With a 22+ year successful background in developing and guiding leading-edge technology companies, He’s an entrepreneur with proven ability to identify and recognize opportunities and market trends. Prior to joining the Sanwire team, Mr. Kanno was the President and CEO, a major shareholder and investor of iPackets International, Inc., a provider of mine-safety solutions. From 2000 to 2004, he was the President and CEO, a major shareholder and investor of L3 Technology, Inc., a provider of wireless solutions. From 1988 to 1999, he was the founder, President and CEO of EXL Information Corp., a provider of billing and customer care software solutions to competitive local exchange carriers, inter-exchange carriers, and long distance providers. He sold EXL to Los Angeles-based OAN Services, a premium provider of specialized billing services and clearinghouse. OAN was a former division of EDS. He also had a successful tenure at Boston-based Prime Computer, Inc., which included technical positions. Mr. Kanno holds a B.Sc. degree in Computer Science from Simon Fraser University, Burnaby, British Columbia, Canada.

J Roland Vetter

As an executive with a significant background in growing start-up companies, Roland Vetter specializes in technology, manufacturing and mining, with the skill to highlight opportunities and find innovative solutions to successfully grow such companies. He has diverse financial and operational ability at an executive level, including specialist expertise in completing due diligence, business plans and fund-raising. Historically he has had hands on expertise in assimilating and rationalizing operations as well as implementing projects, mergers, acquisitions and disposals. He has been responsible for risk management, internal controls, Corporate-governance and in optimizing funding structures including corporate tax planning. Roland Vetter is a Member of the Canadian and the South African Institute of Chartered Accountants. He holds a Bachelor of Commerce and a Bachelor of Accounting degree from the University of the Witwatersrand, South Africa. Mr. Vetter was the former Group Financial Director Services for the Zimco Group and a former Chairman of the Anglo American Audit Liaison Committee. He worked for 12 years for Zimco (part of Anglo American Corporation), comprised twelve distinct operations involved in manufacturing and mining with an annual turnover in excess of $300 million. Since immigrating to Canada in 1998 Roland Vetter has been actively involved in venture capital and has consulted to start up companies in both the technology and mining sectors.

Significant Employees

We have no significant employees other than our officers and our directors.

Family Relationships

There are currently no family relationships between any of the members of our board of directors or our executive officers.

Item 11. Executive Compensation.

Summary of Compensation of Executive Officers

The following table summarizes the compensation paid to our President and Chief Executive Officer during the last three complete fiscal years. No other officer or director received annual compensation in excess of $8,000 during the last three complete fiscal years.

As of the date of this annual report, we have no compensatory plan or arrangement with respect to any officer that results or will result in the payment of compensation in any form from the resignation, retirement or any other termination of employment of such officer's employment with our Company, from a change in control of our Company or a change in such officer's responsibilities following a change in control.

Compensation of Directors for Year Ended December 31, 2012

Set forth below is a summary of the compensation paid to each person that served as a director in the year ended December 31, 2012.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information, to the best knowledge of the Company as of April 16, 2013 with respect to each director and officer and management as a group and any holder owning more than 5% of the outstanding common stock

Item 13. Certain Relationships and Related Transactions, and Director Independence

As at December 31, 2012, the amount due to related parties includes $23,080 (2010 – $23,080) payable to Atrypa Gold Corp., a company controlled by Mr. Richard A. Fesiuk, for exploration and field expenses paid on behalf of the Company.

As at December 31, 2012, the amount due to related parties includes $21,637 (2011 – $11,625) payable to Mr. Richard A. Fesiuk related to unpaid consulting fees.

As at December 31, 2012, the amount due to related parties includes $2,948 (2011 – $2,948) payable to Omnexis Consulting Corporation, a company controlled by Mr. Jordan S. Wangh, related unpaid management fees.

As at December 31, 2012, the amount due to related parties includes $20,000 (2011 – $20,000) payable to Mr. Jordan S. Wangh related unpaid management fees.

As at December 31, 2012, the amount due to related parties include $100 (2011 – $Nil) payable to 627073 BC Ltd., a company controlled by Mr. Carman Parente related to expenses paid on behalf of the Company.

As at December 31, 2012, the amount due to related parties include $31,416 (2011 – $21,890) payable to Mr. Carman Parente related to expenses paid on behalf of the Company.

As at December 31, 2012, the amount due to related parties include $75,041 (2011 – $33,600) payable to 567147 BC Ltd., a company controlled by Mr. Carman Parente related to unpaid management fees.

During the year ended December 31, 2012, the Company paid or accrued management fees of $10,000 (2011 – $Nil, 2010 – $21,000) to a company controlled by the director of the Company.

During the year ended December 31, 2012, the Company paid or accrued management fees of $55,980 (2011 – $33,600, 2010 – $Nil) to a company controlled by the Chief Executive Officer of the Company.

During the year ended 31 December 2010, the Company accepted a loan from a company owned by a family member of a director of the Company in the amount of $150,000 bearing interest at a rate of 10% per annum.

Item 14. Principal Accounting Fees and Services

The following table is a summary of the fees billed to the Company by the auditors for professional services for the fiscal years ended December 31, 2012 and 2011.

The Company has no full time staff performing accounting services for the Company. It contracts out its accounting to a local financial services company.

Pre-Approval Policies and Procedures

Our policy is to engage the auditor for audit services only, so as to ensure that the auditor’s duty to the shareholders is not compromised or apparently compromised. The Board of Directors (performing the function of the audit committee) approved all services that our independent accountants provided to us in the past two fiscal years.

PART IV

Item 15. Exhibits, Financial Statement Schedules

Exhibit Number and Exhibit Title

SIGNATURES

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

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.

SANWIRE CORPORATION (FORMERLY, NT MINING CORPORATION)

(An Exploration Stage Company)

Consolidated Financial Statements

(Expressed in U.S. Dollars)

December 31, 2012

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Sanwire Corporation

(formerly NT Mining Corporation)

(An Exploration Stage Company)

Vancouver, British Columbia, Canada

We have audited the accompanying consolidated balance sheets of Sanwire Corporation and its subsidiary (An Exploration Stage Company) (collectively, the “Company”) as of December, 31 2012 and 2011 and the related consolidated statements of operations, stockholders’ equity(deficit), and cash flows for each of the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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 the audit to obtain reasonable assurance about 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 audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sanwire Corporation and its subsidiary as of December 31, 2012 and 2011 and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company suffered losses from operations and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

/s/ MALONEBAILEY, LLP

www.malonebailey.com

Houston, Texas

April 15, 2013

SANWIRE CORPORATION (FORMERLY, NT MINING CORPORATION)

(An Exploration Stage Company)

Consolidated Balance Sheets

(Expressed in U.S. Dollars)

.

Nature and Continuance of Operations (Note 1), Commitments and Contingencies (Note 11) and Subsequent Event (Note 14)

On behalf of the Board:

“Carman Parente” Director

Carman Parente

The accompanying notes are an integral part of these consolidated financial statements.

SANWIRE CORPORATION (FORMERLY, NT MINING CORPORATION)

(An Exploration Stage Company)

Consolidated Statements of Operations and Other Comprehensive Income (Loss)

(Expressed in U.S. Dollars)

The accompanying notes are an integral part of these consolidated financial statements.

SANWIRE CORPORATION (FORMERLY, NT MINING CORPORATION)

(An Exploration Stage Company)

Consolidated Statements of Changes in Stockholders’ Deficiency

Inception to December 31, 2012

(Expressed in U.S. Dollars)

The accompanying notes are an integral part of these consolidated financial statements.

SANWIRE CORPORATION (FORMERLY, NT MINING CORPORATION)

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Expressed in U.S. Dollars)

Supplemental Disclosures with Respect to Cash Flows (Note 12)

The accompanying notes are an integral part of these consolidated financial statements.

NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS

Sanwire Corporation (formerly, NT Mining Corporation) (“the Company”) was incorporated in the state of Nevada on February 10, 1997. Its wholly owned subsidiary, Bullmoose Mines Ltd. (“BML”), was incorporated in the Northwest Territories, Canada on February 29, 2000. On October 14, 2008, the Company acquired BML (Note 3).

The Company was formerly named Clear Water Mining, Inc. (to March 11, 1999), E-Casino Gaming Corporation (to June 21, 1999), E-Vegas.com Inc. (to July 20, 2000), 1st Genx.com Inc. (to October 18, 2001), Oasis Information Systems, Inc. (to January 27, 2005), 777 Sports Entertainment, Corp. (to September 26, 2008) and NT Mining Corporation (to March 8, 2013). On December 15, 2007, the Company’s former president passed away and the Company then discontinued its business operations.

BML owns Mineral Lease #2775 plus 4 mineral claims located in the South MacKenzie Mining District, Northwest Territories, Canada (the “Bullmoose Gold Mine Property”). According to a geological report issued May 6, 2008, from 1985 until shutdown in January 1987, approximately 54,000 tons of ore were mined and milled to produce approximately 20,001 ounces of gold by a former owner of the Bullmoose Gold Mine Property.

As part of the acquisition of BML, the Company is obligated to pay annual royalties of $36,000 and to pay down a debenture liability as disclosed in Note 7. Since the Company continues to retain title to Bullmoose Gold Mine Property as at December 31, 2012, these obligations continue to be reflected in the consolidated financial statements of the Company.

On or about December 15, 2010, the Company entered into an agreement to settle litigation related to the ownership of BML and to rescind its acquisition of BML (the “Settlement Agreement”). More particularly, the 120,000 common shares issued by the Company in consideration for the acquisition will be cancelled and $75,000 of the $85,000 paid as part consideration for the acquisition will be returned to the Company. The closing date was set for June 30, 2012 (the “Closing Date”). As at December 31, 2012, the Company retains title to BML.

On the Closing Date (July 3, 2012, the first business day after June 30, 2012) all parties to the Settlement Agreement, except those responsible to return the $75,000 to the Company tendered signed settlement documents. As a result, the Company cancelled the 120,000 common shares and commenced an action to recover the $75,000. The Company takes the position that until this sum is paid, it continues to hold title to Bullmoose Gold Mine Property through its ownership of all issued shares of BML (Notes 3, 4, 7, 8, 11 and 14).

The Company is an exploration stage enterprise, as defined in Accounting Standards Codification (the “Codification” or “ASC”) 915-10, “Development Stage Entities”. The Company is devoting all of its present efforts in securing and establishing a new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period.

The consolidated financial statements as at December 31, 2012 and for the year then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a loss of $464,429 for the year ended December 31, 2012 (2011 – $189,741) and has a working capital deficit of $1,372,035 at December 31, 2012 (2011 – $1,072,607).

The Company was subject to a cease trade order, which was pronounced by the British Columbia Securities Commission on August 18, 2009, by reason of the Company’s failure to file financial statements in British Columbia. The order was rescinded on December 27, 2012.

These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Effective February 2, 2005, the Company affected a one (1) for three hundred (300) reverse stock split. Effective September 11, 2008, the Company affected a one (1) for two thousand (2,000) reverse stock split. Effective March 15, 2010, the Company affected a two (2) for one (1) forward stock split.

Effective March 8, 2013, the Company affected a one (1) for fifty (50) reverse stock split. All share and warrant amounts presented in the consolidated financial statements and in the notes thereto have been adjusted to reflect the reverse and forward stock splits (Note 8).

Management cannot provide assurance that the Company will ultimately achieve profitable operations, become cash flow positive, or raise additional debt and/or equity capital. Based on its prior demonstrated ability to raise capital, management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 2012. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary BML from the date of its acquisition on October 14, 2008. All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable for an exploration stage company for financial information and are expressed in U.S. dollars.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

Foreign Currency Translation

The Company’s functional and reporting currency is U.S. dollars. The consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters.” Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Long-Lived Assets

Long-lived assets, including mining property, are evaluated for impairment whenever events or conditions indicate that the carrying value of an asset may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets.

Income Taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the consolidated financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

Comprehensive Income (Loss)

ASC 220, “Comprehensive Income”, establishes standards for the reporting and disclosure of comprehensive income (loss) and its components in the financial statements. As at December 31, 2012, the Company has items that represent a comprehensive loss and, therefore, has included a schedule of comprehensive loss in the consolidated financial statements.

Basic and Diluted Net Income (Loss) per Share

The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

Recently Issued Accounting Pronouncements

In February 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income , an amendment to FASB ASC Topic 220. The update requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This ASU is effective prospectively for the Company fiscal years, and interim periods within those years beginning after December 15, 2012. The Company will comply with the disclosure requirements of this ASU for the quarter ending March 31, 2013. The Company does not expect the impact of adopting this ASU to be material to the Company’s financial position, results of operations or cash flows.

NOTE 3 – ACQUISITION OF BULLMOOSE MINES LTD.

In accordance with ASC 805, “Business Combinations”, acquisitions are accounted for under the purchase method of accounting. Under the purchase method of accounting, assets acquired and liabilities assumed are recorded at their estimated fair values. Goodwill is recorded to the extent the purchase price consideration, including certain acquisition and closing costs, exceeds the fair value of the net identifiable assets acquired at the date of the acquisition.

On October 14, 2008, the Company acquired BML in exchange for $12,000 cash, 120,000 shares of the Company common stock valued at $3,000 (Notes 8 and 11), a debenture in the face amount of $480,624 valued at fair value of $359,371 (Note 7) or for total consideration of $374,371.

The purchase price allocation has been determined as follows:

The related share purchase agreement also provides for payment of future royalties to the seller of BML equivalent to 6% of the Net Smelter Returns, as defined, from Bullmoose Gold Mine Property, with minimum royalty payments of $36,000 payable each year in advance on May 1. The seller of BML was Hughes Maritime Corp. (“HMC”), owner of approximately 12.61% of the issued and outstanding common stock of the Company at December 31, 2012.

During the year ended December 31, 2010, the Company filed a lawsuit against HMC related to its interest in BML. The Company has entered into the Settlement Agreement to settle litigation related to the ownership of BML and to rescind its acquisition of BML. More particularly, the 120,000 common shares issued by the Company in consideration for the acquisition will be cancelled and $75,000 of the $85,000 paid as part consideration for the acquisition will be returned to the Company.

On the Closing Date (July 3, 2012, the first business day after June 30, 2012) all parties to the Settlement Agreement, except those responsible to return the $75,000 to the Company tendered signed settlement documents. As a result, the Company cancelled the 120,000 common shares and commenced an action to recover the $75,000. The Company takes the position that until this sum is paid, it continues to hold title to Bullmoose Gold Mine Property through its ownership of all issued shares of BML (Notes 1, 4, 7, 8, 11 and 14).

NOTE 4 – MINERAL PROPERTY INTERESTS

Bullmoose Gold Mine Property

On October 14, 2008, the Company acquired BML for total consideration of $374,371. BML owns Mineral Lease #2775 plus 4 mineral claims located in the South MacKenzie Mining District, Northwest Territories, Canada.

During the year ended December 31, 2010, the Company filed a lawsuit against HMC related to its interest in BML. The Company has entered into the Settlement Agreement underwhich the Company would rescind its acquisition of BML in exchange for the return of the 120,000 common shares previously issued to HMC and $75,000 of the $85,000 the Company had paid in consideration for the acquisition (Notes 1, 3, 7, 8, 11 and 14).

During the year ended December 31, 2012, the Company has recorded a provision for mineral property write-down of $78,000 (2011 – $Nil) to a carrying value of $Nil related to the Bullmoose Gold Mine Property (Note 12), as the Company believes that the mineral property has no commercial value.

Valentine Gold Claim

On June 22, 2010, the Company enter into a mineral property option agreement with Mill Bay Ventures Inc. (“Mill Bay”) in which the Company could acquire 100% interest in certain mineral property interest located in Vancouver, British Columbia, Canada (the “Valentine Gold Claim”).

In order to exercise the option agreement and to earn its interest in the Valentine Gold Claim, the Company shall:

         vii.   Incur $750,000 within one year from July 1, 2012.

The Company has given up the interest in the Valentine Gold Claim and has cancelled the 100,000 common shares issued (Notes 8 and 12).

During the year ended December 31, 2011, the Company recorded a write-off of accounts payable of $90,000 related to the Valentine Gold Claim (Notes 5 and 12).

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Included in accounts payable and accrued liabilities is accrued interest of $75,270 related to debenture payable (2011 – $52,485) (Note 7).

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.

During the year ended December 31, 2012, the Company recorded a write-off of accounts payable in the amount of $Nil related to the Valentine Gold Claim (2011 – $90,000) (Notes 4 and 12).

During the year ended December 31, 2012, the Company recorded a loss on settlement of accounts payable in the amount of $77,000. (2011 – $Nil) (Note 8).

NOTE 6 – NOTE PAYABLE TO RELATED PARTY

NOTE 7 – DEBENTURE PAYABLE

Debenture payable at December 31, 2012 consists of:

On October 14, 2008, the Company recorded the debenture at the $359,371 present value (discounted at a 12% annual interest rate) of the $480,624 total payments due and amortized the $121,253 debt discount as interest expense using the interest method over the four year term of the debenture.

During the year ended December 31, 2012, the Company recorded interest expense of $10,839 (2011 – $23,145) related to amortization of the discount. As at December 31, 2012, the present value of the debenture is $480,624 (2011 – $469,785).

The Company did not meet the repayment schedule as noted above. Interest is accrued on the overdue principal amounts at 12% per annum from the due dates. During the year ended December 31, 2012, the Company accrued interest expense of $75,270 (2011 – $31,995) (Note 5).

The debenture is secured by the assets of the Company, including the issued and outstanding shares of BML, which were sold to the Company, and the Bullmoose Gold Mine Property.

The debenture is convertible at the option of the holders into Units of the Company at a conversion rate of $25 per Unit; each Unit consists of one share of the Company common stock and one warrant exercisable into one share of the Company common stock at a price of $30 per share at any time from the exercise of the Conversion Option to two years thereafter. There were no beneficial conversion features related to the Conversion Option.

During the year ended December 31, 2010, the Company filed a lawsuit against HMC to protect its interest in BML. The Company is in the process of settling the lawsuit by rescinding the October 14, 2008 agreement under which the Company acquired BML. More particularly, 120,000 common shares issued by the Company in consideration for the acquisition will be cancelled and $75,000 of the $85,000 paid as part consideration for the acquisition will be returned to the Company. In addition, as part of the rescission, the debenture obligation of the Company to the seller of BML, will be released on closing.

On the Closing Date (July 3, 2012, the first business day after June 30, 2012) all parties to the Settlement Agreement, except those responsible to return the $75,000 to the Company tendered signed settlement documents. As a result, the Company cancelled the 120,000 common shares and commenced an action to recover the $75,000. The Company takes the position that until this sum is paid, it continues to hold title to Bullmoose Gold Mine Property through its ownership of all issued shares of BML (Notes 1, 3, 4, 8, 11 and 14).

NOTE 8 – CAPITAL STOCK

Effective February 2, 2005, the Company affected a one (1) for three hundred (300) reverse stock split. Effective September 11, 2008, the Company affected a one (1) for two thousand (2,000) reverse stock split. Effective March 15, 2010, the Company affected a two (2) for one (1) forward stock split.

Effective March 8, 2013, the Company affected a one (1) for fifty (50) reverse stock split. (Note 14). All share and warrant amounts presented in the consolidated financial statements and in the notes thereto have been adjusted to reflect the reverse and forward stock splits.

Authorized

Authorized capital stock consists of 750,000,000 common shares with par value of $0.00001 per share. (Note 14)

Share Issuance

iii.    On September 27, 2012, the Company issued 200,000 common shares at a fair value of $87,000 to settle debt in the amount of $10,000. The Company recognized loss of $77,000 on settlement of debt during the year-end December 31, 2012.

Shares to Be Issued

During the year ended December 31, 2010, the Company received $60,000 for the purchase of 4,000 common shares in the Company. These shares were yet to be issued by the Company as at December 31, 2012.

NOTE 9 – DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

Amounts due to related parties are non-interest bearing, unsecured and due on demand.

As at December 31, 2012, the amount due to related parties includes $23,080 (2011 – $23,080) payable to a company controlled by a director of the Company for exploration and field expenses paid on behalf of the Company.

As at December 31, 2012, the amount due to related parties includes $21,637 (2011 – $11,625) payable to a director of the Company related to unpaid consulting fees.

As at December 31, 2012, the amount due to related parties includes $2,948 (2011 – $2,948) payable to, a company controlled by a director of the Company related unpaid management fees.

As at December 31, 2012, the amount due to related parties includes $20,000 (2011 – $20,000) payable to a director of the Company related to unpaid management fees.

As at December 31, 2012, the amount due to related parties include $100 (2011 – $100) payable to a company controlled by the Chief Executive Officer of the Company related to expenses paid on behalf of the Company.

As at December 31, 2012, the amount due to related parties include $75,041 (2011 – $33,600) payable to a company controlled by the Chief Executive Officer of the Company related to unpaid management fees.

As at December 31, 2012, the amount due to related parties include $31,412 (2011 – $21,890) payable to the Chief Executive Officer of the Company related to expenses paid on behalf of the Company.

During the year ended December 31, 2012, the Company paid or accrued management fees of $10,000 (2011 – $Nil) to a company controlled by the director of the Company.

During the year ended December 31, 2012, the Company paid or accrued management fees of $55,980 (2011 – $33,600) to a company controlled by the Chief Executive Officer of the Company.

During the year ended 31 December 2010, the Company accepted a loan from a company owned by a family member of a director of the Company in the amount of $150,000 bearing interest at a rate of 10% per annum (Note 6).

NOTE 10 - INCOME TAXES

The Company has losses carried forward for income tax purposes to December 31, 2012. There are no current or deferred tax expenses for the year ended December 31, 2012 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

The composition of the Company’s deferred tax assets as at December 31, 2012 and 2011 are as follows:

The potential income tax benefit of these losses has been offset by a full valuation allowance.

As at December 31, 2012, the Company has an unused net operating loss carry-forward balance of approximately $10,679,267 that is available to offset future taxable income. This unused net operating loss carry-forward balance expires between 2017 and 2032.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

On October 14, 2008, the Company and HMC entered into a share purchase agreement in which the Company acquired 100% of the issued and outstanding shares of BML in exchange of $15,000 on execution, by $12,000 in cash and 120,000 shares of the Company’s common stock valued at $3,000 (Notes 3, 8 and 14) (the “Share Purchase Agreement”). Under the Share Purchase Agreement, the Company assumed the liabilities of BML totalling $535,126 to be paid over four years from the sale of the shares. HMC could repossess BML shares if the Company failed to pay for the liabilities assumed.

On June 23, 2010, the Company acted to its detriment and made an $85,000 payment to HMC under the Share Purchase Agreement, implying the understanding that it was and would remain in good standing and HMC thereby waived any such default and is estopped from claiming otherwise.

On or about August 10, 2010, HMC purportedly sold the BML shares it previously had sold to the Company to Maple Management Investments Ltd. (“Maple”) in exchange for cash and shares of Maple.

On October 22, 2010, the Company has filed a lawsuit against HMC, Maple, a former officer of the Company and certain other companies controlled directly or indirectly by the former officer (the “Claim”) in which the Company seeks a declaration that the Company is the legal and beneficial owner of all issued and outstanding shares of BML.

On November 17, 2010, HMC, a former officer of the Company and certain other companies controlled directly or indirectly by the former officer filed a counter claim against the Company and one of its directors (the “Counterclaim”). The Counterclaim alleges that the Company owes HMC, the sum of $32,765 under a service contract entered into in 2006. HMC also alleges that the Company defaulted on the Share Purchase Agreement. The Company entered into the Settlement Agreement, the particulars of which are set out in Note 4. As a result, no accrual has been recorded related to the alleged amounts due to HMC.

On the Closing Date (July 3, 2012, the first business day after June 30 2012) all parties to the Settlement Agreement, except those responsible to return the $75,000 to the Company, tendered signed Settlement documents. As a result, the Company cancelled the 120,000 shares and commenced an action in the Supreme Court of British Columbia to recover the $75,000. The Company takes the position that until this sum is paid, it continues to hold title to the mineral properties through its ownership of all issued Bullmoose shares (Notes 1, 3, 4, 7, 8 and 14).

As at December 31, 2012, the Company was still the owner of BML until the settlement closes.

NOTE 12 – SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

During the year ended December 31, 2012, the Company recorded a provision for mineral property write-down of $78,000 related to the Bullmoose Gold Mine Property.

During the year ended December 31, 2011, the Company recorded write-off of accounts payable in the amount of $90,000 (2010 – $Nil, 2009 – $Nil) related to the Valentine Gold Claim (Notes 4 and 5).

On August 16, 2011, the Company cancelled 100,000 common shares issued on June 22, 2010 in relation to the Valentine Gold Claim. This amount is recorded as an increase in additional paid-in capital (Notes 4 and 8).

NOTE 13 – FINANCIAL INSTRUMENTS

The carrying values of cash and cash equivalents, accounts payable, debenture payable, note payable and due to related parties approximate fair values due to the short term maturity of these financial instruments.

Credit Risk

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies. As a result, credit risk is considered insignificant.

Currency Risk

The Company’s major expenses and payables are in United States dollars and are expected to continue to incur in United States dollars. Fluctuations in the exchange rate between the United States dollar and other currency may have a material effect on the Company’s business, financial condition and results of operations. The Company does not actively hedge against foreign currency fluctuations.

Interest Rate Risk

The Company has non-interest paying cash balances and interest-bearing debt with interest rates fixed at 10% to 12% (Notes 6 and 7).  It is management’s opinion that the Company is not exposed to significant interest rate risk arising from these financial instruments. 

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by continuously monitoring actual and projected cash flows and matching the maturity profile of financial assets and liabilities. As at December 31, 2012, the Company had a working capital deficit of $1,372,035 (2011 – $1,072,607). The Company plans to improve its financial condition by obtaining new financing through loans. There is no assurance that the Company will be successful in accomplishing this objective.

NOTE 14 – SUBSEQUENT EVENTS

The following event occurred during the period from the year ended December 31, 2012 to the date the consolidated financial statements were available to be issued on April 15, 2013:

i.                 On January 2, 2013, the Company s signed an exclusive licensing and distribution agreement to sell and market the iPMine communication and mine-safety system for underground mines for the European continent. The terms of the agreement includes exclusivity for the European market for a 5-year term renewable for an additional 5-year term and first right of refusal to acquire the entire iPMine intellectual property. The Company issued 300,000 common shares (i.e. post-the reverse stock split) of the Company to the licensor.

ii.               On January 10, 2013, the Board of Directors of the Company approved the followings:

1.                       One (1) for fifty (50) reverse split of the issued and outstanding shares of Sanwire common stock;

2.                       To amend the Company’s Article of Incorporation to change the name of the Company to “Sanwire Corporation,” and

3.                       To amend the Company's Articles of Incorporation to increase the number of authorized shares of Common Stock, par value $.00001 per share, of the Company from 500,000,000 shares to 750,000,000 shares after the Reverse Split.

The actions became effective on or about March 8, 2013.

iii.              On January 14, 2013, the Company signed a purchase agreement to acquire all of the ownership in iPTerra Technologies, Inc. for cash consideration of $5,500, which shall be paid to a seller within a 12 month period from a closing date.

iv.              On March 26, 2013, the Company exercised its option under the recently executed License and Distribution Agreement for 100% ownership of the iPMine communications and mine-safety system. The iPMine system will continue to operate under the Company’s wholly owned subsidiary, iPTerra Technologies, Inc.