signature=ae2fb54b3d13c8d278308205bb4c34d3,Intelbahn Inc.: Form 10-Q

Intelbahn Inc.: Form 10-Q - Filed by newsfilecorp.com

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

20549

Form 10-Q

[x]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2010

[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________to

______________________

Commission file number 000-52560

INTELBAHN INC.(Exact name

of small business issuer as specified in its charter)

Nevada

98-0441419

(State or other jurisdiction of incorporation or

organization)

(IRS Employer Identification No.)

314 837 West Hastings Street, Vancouver, British

Columbia Canada V6C 3N6(Address of principal executive offices)

604.684.6142(Issuers telephone number)

Not Applicable(Former name, former address and

former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all

reports required to be filed by Section 13 or 15(d) of the Securities Exchange

Act of 1934 during the preceding 12 months (or for such shorter period that the

registrant was required to file such reports), and (2) has been subject to such

filing requirements for the past 90 days.

[ X ] YES [ ] NO

Indicate by check mark whether the registrant is a large

accelerated filer, an accelerated filer, a non-accelerated filer, or a small

reporting company. See the definitions of large accelerated filer,

accelerated filer and smaller reporting company in Rule 12b-2 of the

Exchange Act

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ]

(Do not check if a smaller reporting company)

Smaller reporting company

[ X ]

Indicate by check mark whether the registrant is a shell company

(as defined in Rule 12b-2 of the Exchange Act

[ X ] YES [ ] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS

DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports

required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the

distribution of securities under a plan confirmed by a court.

[ ] YES [ ] NO

Indicate by check

mark whether the registrant has submitted electronically and posted on its

corporate Web site, if any, every Interactive Data File required to be submitted

and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)

during the preceding 12 months (or for such shorter period that the registrant

was required to submit and post such files).

[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the

issuers classes of common stock, as of the latest practicable

date.

35,750,000 common shares issued and outstanding as of September 13,

2010.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Our financial statements are stated in United States Dollars

(US$) and are prepared in accordance with United States Generally Accepted

Accounting Principles.

INTELBAHN INC.(a Development Stage

Company)

FINANCIAL STATEMENTS

(Unaudited)

July 31, 2010

INTELBAHN INC.

(a Development Stage Company)

BALANCE SHEETS

(Unaudited)

July 31,

October 31,

2010

2009

ASSETS

Current

Cash

908

1,002

Prepaid expenses

1,634

2,542

1,002

Equipment

960

1,631

3,502

2,633

LIABILITIES

Current

Accounts payable and accrued liabilities

3,340

11,760

Note payable

246,574

234,352

Due to related

party

1,459

4,159

251,373

250,271

Convertible

debt

303,852

216,953

555,225

467,224

STOCKHOLDERS DEFICIT

Common stock

Authorized:

4,500,000,000

common shares with a par value of $0.001

and

20,000,000

preferred shares with $0.001 par value

Issued

and

outstanding:

35,750,000

common shares

16,750

Additional paid-in capital

44,250

Deficit accumulated during the development stage

(612,723

)

(525,591

)

(551,723

)

(464,591

)

3,502

2,633

The accompanying note is an integral part of these financial

statements

INTELBAHN INC.

(a Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

Cumulative

from

Three

November

Months

Nine Months

22, 2004

Ended

(Inception)

July 31,

to July 31,

2010

2009

2010

2009

2010

EXPENSES

Amortization

226

502

671

1,491

4,040

Consulting fees

128,223

Foreign exchange (gain)loss

(6,007

)

42,374

23,465

57,594

45,545

Impairment of oil and gas property

202,603

Interest and bank charges

2,681

1,401

8,634

3,668

17,382

Office and general

9,921

2,965

26,610

10,320

62,117

Professional fees

8,348

8,489

27,752

27,017

152,813

NET LOSS

15,169

55,731

87,132

100,090

612,723

LOSS PER SHARE -

BASIC AND DILUTED

(0.00

)

(0.00

)

(0.00

)

(0.00

)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

BASIC AND DILUTED

35,750,000

The accompanying note is an integral part of these financial

statements

INTELBAHN INC.

(a Development Stage Company)

STATEMENTS OF CASH FLOWS

Cumulative

from

November 22,

Nine Months

2004

Ended

(Inception) to

July 31,

2010

2009

2010

Cash Flows from Operating Activities

Net loss

(87,132

)

(100,090

)

(612,723

)

Adjustment for items not affecting cash:

Amortization

671

1,491

4,040

Foreign exchange loss

20,487

57,905

46,329

Accrued interest

on convertible debt

8,634

4,336

17,382

Impairment of oil and gas

property

202,603

Change in non-cash working capital items:

Prepaid expenses

(1,634

)

(1,634

)

Accounts payable and accrued liabilities

(8,420

)

(17,776

)

3,340

Due to related

party

(2,700

)

1,459

Net cash used in operations

(70,094

)

(54,134

)

(339,204

)

Cash Flows from Investing Activities

Oil

and gas property

(247,402

)

Purchase of equipment

(5,000

)

Net cash used

in investing activities

(252,402

)

Cash Flows from Financing Activities

Capital stock issued

61,000

Due to related party

253,546

Proceeds from convertible long term debt

70,000

60,707

277,968

Net cash

provided by financing activities

70,000

60,707

592,514

Increase (Decrease) In Cash

(94

)

6,573

908

Cash,

Beginning

1,002

843

Cash,

Ending

908

7,416

908

Supplementary Cash Flow Information

Cash paid for:

Interest

Income taxes

The accompanying note is an integral part of these financial

statements

INTELBAHN INC.

(a Development Stage Company)

NOTE TO THE FINANCIAL STATEMENTS

July 31, 2010

NOTE 1 BASIS

OF PRESENTATION

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have

been prepared in accordance with generally accepted accounting principles for

interim financial information and the rules and regulations of the Securities

and Exchange Commission. They may not include all information and footnotes

required by United States generally accepted accounting principles for complete

financial statements. However, except as disclosed herein, there has been no

material changes in the information disclosed in the notes to the financial

statements for the year ended October 31, 2009 included in the Companys Form

10-K filed with the Securities and Exchange Commission. The unaudited interim

financial statements should be read in conjunction with those financial

statements included in the Form 10-K. In the opinion of Management, all

adjustments considered necessary for a fair presentation, consisting solely of

normal recurring adjustments, have been made. Operating results for the nine

months ended July 31, 2010 are not necessarily indicative of the results that

may be expected for the year ending October 31, 2010.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF

OPERATION

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements.

These statements relate to future events or our future financial performance. In

some cases, you can identify forward-looking statements by terminology such as

"may", "should", "expects", "plans", "anticipates", "believes", "estimates",

"predicts", "potential" or "continue" or the negative of these terms or other

comparable terminology. These statements are only predictions and involve known

and unknown risks, uncertainties and other factors, that may cause our or our

industry's actual results, levels of activity, performance or achievements to be

materially different from any future results, levels of activity, performance or

achievements expressed or implied by these forward-looking statements. Although

we believe that the expectations reflected in the forward-looking statements are

reasonable, we cannot guarantee future results, levels of activity, performance

or achievements. Except as required by applicable law, including the securities

laws of the United States, we do not intend to update any of the forward-looking

statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States

Dollars (US$) and are prepared in accordance with United States Generally

Accepted Accounting Principles. The following discussion should be read in

conjunction with our financial statements and the related notes that appear

elsewhere in this quarterly report. The following discussion contains

forward-looking statements that reflect our plans, estimates and beliefs. Our

actual results could differ materially from those discussed in the forward

looking statements. Factors that could cause or contribute to such differences

include, but are not limited to, those discussed below and elsewhere in this

quarterly report.

Our financial statements are stated in United States Dollars

(US$) and are prepared in accordance with United States Generally Accepted

Accounting Principles.

Unless otherwise specified in this quarterly report, all dollar

amounts are expressed in United States dollars and all references to common

stock refer to shares of our common stock.

As used in this quarterly report, the terms we, us, our

and Intelbahn mean Intelbahn Inc., unless otherwise indicated. We have no

subsidiaries.

Corporate Overview

We were incorporated in the State of Nevada on November 22,

2004, under the name Lodge Bay Oil & Gas Corp. On April 24, 2008, we

changed our name to Intelbahn Inc. We effected this name change by merging

with our wholly owned subsidiary, named Intelbahn Inc., a Nevada corporation

that we formed specifically for this purpose. We changed the name of our company

to better reflect the direction and business of our company.

In addition, effective April 24, 2008, we effected a 25 for one

stock split of our authorized and issued and outstanding common stock. As a

result, our authorized capital has increased from 90,000,000 shares of common

stock with a par value of $0.001 to 2,250,000,000 shares of common stock with a

par value of $0.001, and our issued and outstanding share capital has increased

from 715,000 shares of common stock to 17,875,000 shares of common stock.

The name change and stock split became effective with the

Over-the-Counter Bulletin Board at the opening for trading on April 24,

2008.

Effective June 19, 2008, we effected a two for one stock

forward split of our authorized and issued and outstanding common and preferred

stock. As a result, our authorized capital has increased from:

2,250,000,000 common shares with a par value of $0.001 to 4,500,000,000

common shares with a par value of $0.001; and

10,000,000 preferred shares with a par value of $0.001 to 20,000,000

preferred shares with a par value of $0.001.

Our CUSIP number for our common stock is 45823N 208.

From inception to July 9, 2008, we had been involved in the

exploration of oil and gas properties. On July 9, 2008, we changed the focus of

our company to developing, marketing, selling, installing and maintaining

next-generation biometrically-enhanced security hardware and software for

identification, authentication and authorization controls in small, medium and

large business environments.

Effective October 2, 2008, we ceased our operations in the

development, marketing, sales, installation and maintenance of next generation

biometrically enhanced security hardware and software for identification,

authentication and authorization controls in small, medium and large business

environments.

Our management has been analyzing the various alternatives

available to our company to ensure our survival and to preserve our

shareholder's investment in our common shares. This analysis has included

sourcing additional forms of financing to continue our business as is, or

mergers and/or acquisitions. At this stage in our operations, we believe either

course is acceptable, as our operations have not been profitable and our future

prospects for our business are not good without further financing.

We are focusing our preliminary merger/acquisition activities

on potential business opportunities with established business entities for the

merger of a target business with our company. In certain instances, a target

business may wish to become a subsidiary of our company or may wish to

contribute assets to our company rather than merge. We anticipate that any new

acquisition or business opportunities by our company will require additional

financing. There can be no assurance, however, that we will be able to acquire

the financing necessary to enable us to pursue our plan of operation. If our

company requires additional financing and we are unable to acquire such funds,

our business may fail.

In implementing a structure for a particular business

acquisition or opportunity, we may become a party to a merger, consolidation,

reorganization, joint venture, or licensing agreement with another corporation

or entity. We may also acquire stock or assets of an existing business. Upon the

consummation of a transaction, it is likely that our present management will no

longer be in control of our company and our existing business will close down.

In addition, it is likely that our officers and directors will, as part of the

terms of the acquisition transaction, resign and be replaced by one or more new

officers and directors.

We anticipate that the selection of a business opportunity in

which to participate will be complex and without certainty of success.

Management believes that there are numerous firms in various industries seeking

the perceived benefits of being a publicly registered corporation. Business

opportunities may be available in many different industries and at various

stages of development, all of which will make the task of comparative

investigation and analysis of such business opportunities extremely difficult

and complex.

We may seek a business opportunity with entities who have

recently commenced operations, or entities who wish to utilize the public

marketplace in order to raise additional capital in order to expand business

development activities, to develop a new product or service, or for other

corporate purposes. We may acquire assets and establish wholly-owned

subsidiaries in various businesses or acquire existing businesses as

subsidiaries.

At this stage, we can provide no assurance that we will be able

to locate compatible business opportunities, what additional financing we will

require to complete a combination or merger with another business opportunity or

whether the opportunity's operations will be profitable.

As of the date hereof, we have not been successful in our

development, marketing, sales, installation and maintenance of next generation

biometrically enhanced security hardware and software for identification,

authentication and authorization controls efforts. Historically, we have been

able to raise a limited amount of capital through private placements of our

equity stock, but we are uncertain about our continued ability to raise funds

privately. Further, we believe that our company may have more difficulties

raising capital for our existing operations than for a new business opportunity.

We have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached,

we intend to disclose such an agreement by filing a current report on Form 8-K

with the Securities and Exchange Commission.

If we are unable to secure adequate capital to continue our

business or alternatively, complete a merger or acquisition, our shareholders

will lose some or all of their investment and our business will likely fail.

Employees

Our directors and officers act as employees of our company

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or

significant equipment during the next 12 months.

Personnel Plan

We do not anticipate any significant changes in the number of

employees during the next 12 months.

Plan of Operation

You should read the following discussion of our financial

condition and results of operations together with our reviewed but unaudited

financial statements and the notes to those reviewed but unaudited financial

statements included elsewhere in this filing prepared in accordance with

accounting principles generally accepted in the United States. This discussion

contains forward-looking statements that reflect our plans, estimates and

beliefs. Our actual results could differ materially from those anticipated in

these forward-looking statements.

Anticipated Cash Requirements

For the next 12 months we plan to expend a total of

approximately $94,500 in searching for and acquiring a suitable business:

Expense

Cost

General and administrative expenses

40,000

Management and administrative costs

22,500

Legal Fees

12,000

Auditor Fees

20,000

Lease

Nil

94,500

Results of Operations

Three months ended July 31, 2010 compared to three months

ended July 31, 2009.

Three months

ended

July 31, 2010

July 31, 2009

Revenue

Nil

Operating Expenses

15,169

55,731

Net Income (Loss)

(15,169

)

(55,731

)

Expenses

Our operating expenses for the three month periods ended July

31, 2010 and July 31, 2009 are outlined in the table below:

Three months

ended

July 31, 2010

July 31, 2009

Amortization

226

502

Foreign exchange (gain) loss

(6,007

)

42,374

Interest and bank charges

2,681

1,401

Office and general

9,921

2,965

Professional fees

8,348

8,489

Operating expenses for the three months ended July 31, 2010

decreased by 72.79% as compared to the comparative period in July 31, 2009

primarily as a result of a foreign exchange gain.

Nine months ended July 31, 2010 compared to nine months

ended July 31, 2009.

Nine months

ended

July 31, 2010

July 31, 2009

Revenue

Nil

Operating Expenses

87,132

100,090

Net Income (Loss)

(87,132

)

(100,090

)

Expenses

Our operating expenses for the nine month periods ended July

31, 2010 and July 31, 2009 are outlined in the table below:

Nine months

ended

July 31, 2010

July 31, 2009

Amortization

671

1,491

Foreign exchange (gain) loss

23,465

57,594

Interest and bank charges

8,634

3,668

Office and general

26,610

10,320

Professional fees

27,752

27,017

Operating expenses for the nine months ended July 31, 2010

decreased by 12.94% as compared to the comparative period in July 31, 2009

primarily as a result of a decrease in foreign exchange loss

Revenue

We have not had any revenues from operations since inception

(November 22, 2004). We do not anticipate that we will earn any revenues from

operations unless and until we acquire and operated a profitable business. This

might never happen and we can offer no assurance that even if we acquire a

business that we will ever be profitable.

Liquidity and Capital Resources

Working Capital

Percentage

As at

Increase/

July 31, 2010

October 31, 2009

(Decrease)

Current Assets

2,542

1,002

(154 ) %

Current Liabilities

251,373

250,271

0.44 %

Working Capital

(248,831

)

(249,269

)

0.18 %

Cash Flows

Nine months Ended

July 31, 2010

July 31, 2009

Net cash used in operations

(70,094

)

(54,134

)

Net cash used in investing activities

Nil

Net cash provided by financing activities

70,000

60,707

Increase (decrease) In Cash

(94

)

6,573

Our net cash used by operating activities for the nine months

ended July 31, 2010 was $70,094 compared with $54,134 for the nine months ended

July 31, 2009. Our management believes that we will need additional funding in

order to meet our operating expenses.

Future Financings

To date, we have secured funding through a $505,000 line of

credit. Over the next three months, we may require additional funds in order to

secure a suitable business opportunity.

These funds may be raised through equity financing, debt

financing, or other sources, which may result in further dilution in the equity

ownership of our shares. There is still no assurance that we will be able to

maintain operations at a level sufficient for an investor to obtain a return on

his investment in our common stock. Further, we will continue to be

unprofitable.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are

reasonably likely to have a current or future effect on our financial condition,

changes in financial condition, revenues or expenses, results of operations,

liquidity, capital expenditures or capital resources that is material to

stockholders.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with

United States generally accepted accounting principles requires our management

to make estimates and assumptions that affect the reported amount of assets and

liabilities and disclosure of contingent assets and liabilities at the date of

the financial statements and the reported amounts of revenues and expenses

during the reporting period. Actual results could differ from those estimates.

Our management routinely makes judgments and estimates about the effects of

matters that are inherently uncertain.

RISK FACTORS

An investment in our common stock involves a high degree of

risk. You should carefully consider the risks described below and the other

information in this prospectus before investing in our common stock. If any of

the following risks occur, our business, operating results and financial

condition could be seriously harmed. The trading price of our common stock, when

and if we trade at a later date, could decline due to any of these risks, and

you may lose all or part of your investment.

Risks Related to our Company

We have had negative cash flows from operations and if we

are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $908 as of July 31, 2010. We

anticipate that we may require additional financing while we are seeking a

suitable business opportunity or business combination. Further, we anticipate

that we will not have sufficient capital to fund our ongoing operations for the

next 12 months. We may be required to raise additional financing for a

particular business combination or business opportunity. We would likely secure

any additional financing necessary through loans from related or third parties.

There can be no assurance that, if required, any such financing

will be available upon terms and conditions acceptable to us, if at all. Our

inability to obtain additional financing in a sufficient amount when needed and

upon terms and conditions acceptable to us could have a materially adverse

effect upon our company. We will require further funds to finance the

development of any business opportunity that we acquire. There can be no

assurance that such funds will be available or available on terms satisfactory

to us. If additional funds are raised by issuing equity securities, further

dilution to existing or future shareholders is likely to result. If adequate

funds are not available on acceptable terms when needed, we may be required to

delay, scale back or eliminate the development of any business opportunity that

we acquire. Inadequate funding could also impair our ability to compete in the

marketplace, which may result in the dissolution of our company.

A decline in the price of our common stock could affect our

ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could

result in a reduction in the liquidity of our common stock and a reduction in

our ability to raise capital. Because our operations have been primarily

financed through the sale of equity securities and we may raise funds in the

future through the sale of additional equity securities, a decline in the price

of our common stock could be especially detrimental to our liquidity and our

continued operations. Any reduction in our ability to raise equity capital in

the future would force us to reallocate funds from other planned uses and would

have a significant negative effect on our business plans and operations,

including our ability to develop new products and continue our current

operations. If our stock price declines, we may not be able to raise additional

capital or generate funds from operations sufficient to meet our obligations.

We have a limited operating history and if we are not

successful in continuing to grow our business, then we may have to scale back or

even cease our ongoing business operations.

We have a limited operating history on which to base an

evaluation of our business and prospects. Our prospects must be considered in

light of the risks, uncertainties, expenses and difficulties frequently

encountered by companies seeking to acquire or establish a new business

opportunity. Some of these risks and uncertainties relate to our ability to

identify, secure and complete an acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing

these risks and uncertainties and our failure to do so could have a materially

adverse effect on our financial condition. In addition, our operating results

are dependent to a large degree upon factors outside of our control. There are

no assurances that we will be successful in addressing these risks, and failure

to do so may adversely affect our business.

It is unlikely that we will generate any or significant

revenues while we seek a suitable business opportunity. Our short and long-term

prospects depend upon our ability to select and secure a suitable business

opportunity. In order for us to make a profit, we will need to successfully

acquire a new business opportunity in order to generate revenues in an amount

sufficient to cover any and all future costs and expenses in connection with any

such business opportunity. Even if we become profitable, we may not sustain or

increase our profits on a quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without

corresponding revenues, at least until we complete a business combination or

acquire a business opportunity. This may result in our company incurring a net

operating loss which will increase continuously until we complete a business

combination or acquire a business opportunity that can generate revenues that

result in a net profit to us. There is no assurance that we will identify a

suitable business opportunity or complete a business combination.

We may be unsuccessful at identifying, acquiring and

operating suitable business opportunities and if we are unable to find, acquire

or operate a suitable opportunity for our company, we may never achieve

profitable operations.

We may not be able to find the right business opportunity for

our company to become engaged in or we may not succeed in becoming engaged in

the business opportunity we choose because we may not act fast enough or have

enough money or other attributes to attract the new business opportunity. Before

we begin to have any significant operations, we will have to become involved in

a viable business opportunity. In addition, in order to be profitable, we will have to, among other things, hire consultants and

employees, develop products and/or services, market our products/services,

ensure supply and develop a customer base. There is no assurance that we will be

able to identify, negotiate, acquire and develop a business opportunity and we

may never be profitable.

We have a history of losses and have a deficit, which raises

substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our inception and we

will continue to incur operating expenses without revenues until we are in

commercial deployment. Our net loss from November 22, 2004 (date of inception)

to July 31, 2010 was $612,723. We had cash of $908 as of July 31, 2010. We

currently do not have any operations and we have no income. We estimate our

average monthly operating expenses to be approximately $7,875 each month. We

cannot provide assurances that we will be able to successfully explore and

develop our business. These circumstances raise substantial doubt about our

ability to continue as a going concern as described in an explanatory paragraph

to our independent auditors report on our audited financial statements for the

year ended October 31, 2009. If we are unable to continue as a going concern,

investors will likely lose all of their investments in our company.

Risks Associated with Our Common Stock

Our common stock is illiquid and shareholders may be unable

to sell their shares.

There is currently no market for our common stock and we can

provide no assurance to investors that a market will develop. If a market for

our common stock does not develop, our shareholders may not be able to re-sell

the shares of our common stock that they have purchased and they may lose all of

their investment. Public announcements regarding our company, changes in

government regulations, conditions in our market segment or changes in earnings

estimates by analysts may cause the price of our common shares to fluctuate

substantially. These fluctuations may adversely affect the trading price of our

common shares.

Trading on the OTC Bulletin Board may be volatile and

sporadic, which could depress the market price of our common stock and make it

difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of

the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC

Bulletin Board is often thin and characterized by wide fluctuations in trading

prices due to many factors that may have little to do with our operations or

business prospects. This volatility could depress the market price of our common

stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin

Board is not a stock exchange, and trading of securities on the OTC Bulletin

Board is often more sporadic than the trading of securities listed on a

quotation system like Nasdaq or a stock exchange like the American Stock

Exchange. Accordingly, our shareholders may have difficulty reselling any of

their shares.

Our stock is a penny stock. Trading of our stock may be

restricted by the SEC's penny stock regulations and FINRA's sales practice

requirements, which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange

Commission has adopted Rule 15g-9 which generally defines "penny stock" to be

any equity security that has a market price (as defined) less than $5.00 per

share or an exercise price of less than $5.00 per share, subject to certain

exceptions. Our securities are covered by the penny stock rules, which impose

additional sales practice requirements on broker-dealers who sell to persons

other than established customers and "accredited investors". The term

"accredited investor" refers generally to institutions with assets in excess of

$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual

income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock

rules require a broker-dealer, prior to a transaction in a penny stock not

otherwise exempt from the rules, to deliver a standardized risk disclosure

document in a form prepared by the SEC which provides information about penny

stocks and the nature and level of risks in the penny stock market. The

broker-dealer also must provide the customer with current bid and offer

quotations for the penny stock, the compensation of the broker-dealer and its

salesperson in the transaction and monthly account statements showing the market

value of each penny stock held in the customer's account. The bid and offer

quotations, and the broker-dealer and salesperson compensation information, must

be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in

writing before or with the customer's confirmation. In addition, the penny stock

rules require that prior to a transaction in a penny stock not otherwise exempt

from these rules; the broker-dealer must make a special written determination

that the penny stock is a suitable investment for the purchaser and receive the

purchaser's written agreement to the transaction. These disclosure requirements

may have the effect of reducing the level of trading activity in the secondary

market for the stock that is subject to these penny stock rules. Consequently,

these penny stock rules may affect the ability of broker-dealers to trade our

securities. We believe that the penny stock rules discourage investor interest

in, and limit the marketability of, our common stock.

In addition to the "penny stock" rules promulgated by the

Securities and Exchange Commission, FINRA has adopted rules that require that in

recommending an investment to a customer, a broker-dealer must have reasonable

grounds for believing that the investment is suitable for that customer. Prior

to recommending speculative low priced securities to their non-institutional

customers, broker-dealers must make reasonable efforts to obtain information

about the customer's financial status, tax status, investment objectives and

other information. Under interpretations of these rules, FINRA believes that

there is a high probability that speculative low-priced securities will not be

suitable for at least some customers. FINRA requirements make it more difficult

for broker-dealers to recommend that their customers buy our common stock, which

may limit your ability to buy and sell our stock.

ITEM 3. QUANTITATIVE DISCLOSURES ABOUT MARKET RISKS

As a smaller reporting company, we are not required to

provide the information required by this Item.

ITEM 4 CONTROLS AND PROCEDURES.

Managements Report on Disclosure Controls and

Procedures

We maintain disclosure controls and procedures that are

designed to ensure that information required to be disclosed in our reports

filed under the Securities Exchange Act of 1934, as amended, is recorded,

processed, summarized and reported within the time periods specified in the

Securities and Exchange Commission's rules and forms, and that such information

is accumulated and communicated to our management, including our president (our

principal executive officer, principal financial officer and principal

accounting officer) to allow for timely decisions regarding required disclosure.

As of July 31, 2010, the end of our quarter covered by this

report, we carried out an evaluation, under the supervision and with the

participation of our president (our principal executive officer, principal

financial officer and principal accounting officer), of the effectiveness of the

design and operation of our disclosure controls and procedures. Based on the

foregoing, our president (our principal executive officer, principal financial

officer and principal accounting officer) concluded that our disclosure controls

and procedures were effective as of the end of the period covered by this

quarterly report.

Changes in Internal Control over Financial

Reporting

There have been no changes in our internal controls over

financial reporting that occurred during the quarter ended July 31, 2010 that

have materially or are reasonably likely to materially affect, our internal

controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, existing or pending legal proceedings

against our company, nor are we involved as a plaintiff in any material

proceeding or pending litigation. There are no proceedings in which any of our

directors, officers or affiliates, or any registered or beneficial shareholder,

is an adverse party or has a material interest adverse to our interest.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. [REMOVED AND RESERVED]

ITEM 5. OTHER INFORMATION

On March 15, 2010, we entered into an amending agreement with

Gruppo Trimark Management Corp. The amending agreement removes section 3(a), in

its entirety and replaces it with the following:

3(a) At the option of the Lender, the Lender shall have the

right at any time during the Term Loan, without payment of any additional

consideration, to convert the full Term Loan amount outstanding into common

stock of the Borrower based on a conversion price of $0.05 CDN, which conversion

price remains constant regardless of the number of issued and outstanding common

shares at the time of conversion. The conversion price shall not be subject to

adjustment as a result of any share consolidations or reverse stock splits that

the Borrower may undertake.

ITEM 6. EXHIBITS.

Exhibit

Description

Number

(3)

Articles of Incorporation

and Bylaws

3.1

Articles of Incorporation

(incorporated by reference to our Registration Statement on Form SB-2

filed on March 6, 2006).

3.2

Bylaws (incorporated by

reference to our Registration Statement on Form SB-2 filed on March 6,

2006).

3.3

Articles of Merger filed with

the Nevada Secretary of State on April 9, 2008 effective April 23,

2008 (incorporated by reference from our Current Report on Form

8-K filed on May 2, 2008).

3.4

Certificate of Change filed

with the Nevada Secretary of State on April 9, 2008 effective April 23,

2008 (incorporated by reference from our Current Report on Form 8-K filed

on May 2, 2008).

3.5

Certificate of Change filed

with the Nevada Secretary of State on June 4, 2008 effective June 12, 2008

(incorporated by reference from our Quarterly Report on Form 10-QSB filed

on June 16, 2008).

(10)

Material Contracts

10.1

Term Loan Agreement with Gruppo

Trimark Management Corp., dated May 28, 2008 (incorporated by reference to

our Current Report on Form 8-K filed on June 2, 2008).

* Filed herewith.

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.

INTELBAHN INC.

By: /s/ Christine

Kilbourn

Christine Kilbourn

President, Treasurer and Director

(Principal

Executive Officer, Principal Financial Officer

and Principal Accounting

Officer)

Date: September 14, 2010

signature=ae2fb54b3d13c8d278308205bb4c34d3,Intelbahn Inc.: Form 10-Q - Filed by newsfilecorp.com