Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2018

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number 333-138148

INDIGENOUS ROOTS CORP.

(formerly American Paramount Gold Corp.

(Exact name of registrant as specified in its charter)

Nevada		20-5243308
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

41 Puget Drive, Steilacoom
Washington		98388
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (250) 681-1010

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered
N/A		N/A

Securities registered pursuant to Section 12(g) of the Act:

N/A

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ¨ No x

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 last 90 days." Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 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 x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition 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	¨	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). Yes ¨ No x

State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

The aggregate market value of Common Stock held by non-affiliates of the Registrant on August 31, 2018 was $156,630 based on a $0.07 closing price for the Common Stock on August 31, 2018. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

8,237,618 shares of common stock issued & outstanding as of August 31, 2018

DOCUMENTS INCORPORATED BY REFERENCE

None.

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PART I		4
Item 1.	Business	4
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	[Removed and Reserved]	9
PART II		10
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	Selected Financial Data	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 8.	Financial Statements and Supplementary Data	17
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	26
Item 9A.	Controls and Procedures	26
Item 9B.	Other Information	27
PART III		28
Item 10.	Directors, Executive Officers and Corporate Governance	28
Item 11.	Executive Compensation	30
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13.	Certain Relationships and Related Transactions, and Director Independence	32
Item 14.	Principal Accounting Fees and Services	32
PART IV		33
Item 15.	Exhibits, Financial Statement Schedules	33
SIGNATURES		35

This annual 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, 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 and all references to “common shares” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our”, “our company” and “Indigenous Roots” refer to Indigenous Roots Corp., unless otherwise indicated.

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PART I

Item 1. Business

Corporate Overview

Our principal executive offices are located at 41 Puget Drive, Steilacoom, WA. Our telephone number is (250) 681-1010.

Our common stock is quoted on the OTC Pinknder the symbol “IRCC.

Corporate History

We were incorporated under the laws of the State of Nevada on July 20, 2006 under the name “Zebra Resources Incorporated” (aka “Zebra Resources Inc.”). At inception, we were an exploration stage company engaged in the acquisition, exploration and development of mineral properties.

We are investigating several business opportunities to enhance shareholder value.

Effective March 17, 2010, we effected a one (1) old for two (2) new forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased from 75,000,000 to 150,000,000 shares of common stock and our issued and outstanding increased from 32,000,000 shares of common stock to 64,000,000 shares of common stock, all with a par value of $0.001.

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Also effective March 17, 2010, we changed our name from "Zebra Resources Incorporated" to "American Paramount Gold Corp.", by way of a merger with our wholly owned subsidiary American Paramount Gold Corp., which was formed solely for the change of name.

The name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on April 12, 2010 under the new stock symbol "APGA".

On July 30, 2010, our directors approved the adoption of the 2010 Stock Option Plan (“2010 Plan”) which permits our company to issue up to 6,500,000 shares of our common stock to directors, officers, employees and consultants of our company upon the exercise of stock options granted under the 2010 Plan. As at August 31, 2016, there are no outstanding stock options.

On November 16, 2011, our company’s board of directors approved a forty (40) for one (1) reverse stock split of our authorized and issued and outstanding common shares.

On November 28, 2011, the Nevada Secretary of State accepted for filing a Certificate of Change, wherein we effected an amendment to our Articles of Incorporation to decrease the authorized number of shares of our common stock from 150,000,000 to 3,750,000 shares of common stock, par value of $0.001. On November 29, 2011 the Nevada Secretary of State accepted for filing a Certificate of Correction, wherein we effected an amendment to our Articles of Incorporation to correct the Certificate of Change filed on November 28, 2011 to state that no fractional shares shall be issued and that fractional shares shall be rounded up rather than rounded down.

The reverse split became effective with the Over-the-Counter Bulletin Board at the opening of trading on January 26, 2012 under the new symbol APGA. The CUSIP number was changed to 02882T 204.

Effective January 8, 2018, we changed our name to Indigenous Roots Corp.

The name change became effective with the Over-the-Counter Bulletin Board at the opening for trading on February 9, 2018 under the stock symbol "IRCC". Our CUSIP number is 455685107.

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Our Current Business

We are currently seeking acquisitions of projects in the Renewable Energy sector.

Subsidiaries

We do not have any subsidiaries.

Research and Development Expenditures

We have incurred $nil in research and development expenditures over the last two fiscal years.

Employees

Currently we do not have any employees. Additionally, we have not entered into any consulting or employment agreements with our president, chief executive officer, treasurer, secretary or chief financial officer. Our directors, executive officers and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next twelve-month period. We do and will continue to outsource contract employment as needed.

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REPORTS TO SECURITY HOLDERS

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.

Item 1A. Risk Factors

Risks Related to Our Company

The fact that we have not earned any operating revenues since our incorporation raises substantial doubt about our ability to continue as a going concern.

We have not generated any revenue from operations since our incorporation and we anticipate that we will continue to incur operating expenses without revenues unless and until we are able to identify a commercially viable business. We had cash of $nil as of August 31, 2018 ($2,145-August 31, 2017) and a working capital deficiency of $1,846,686. We have a cumulative net loss of $6,285,185 from our inception on July 20, 2006 through August 31, 2018. We estimate that our average annual operating expenses will be approximately $50,000 including management services and administrative costs. We have traditionally raised our operating capital from sales of equity securities, but there can be no assurance that we will continue to be able to do so.

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Management plans to seek additional capital through a private placement of its capital stock. These conditions raise substantial doubt about our company’s ability to continue as a going concern. Although there are no assurances that management’s plans will be realized, management believes that our company will be able to continue operations in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event our company cannot continue in existence. We continue to experience net operating losses.

Risks Associated with Our Common Stock

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 Pinksheet service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Pinksheet 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 NYSE Amex. Accordingly, 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.

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In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority 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, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority 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.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all such risk factors before making an investment decision with respect to our common stock.

Item 1B. Unresolved Staff Comments

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Properties

Executive Offices

Our executive, administrative, and operating offices are located at 41 Puget Drive, Steilacoom, WA 98388.

Item 3. Legal Proceedings

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 company.

Item 4. [Removed and Reserved]

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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 Over-the-Counter (OTC) Bulletin Board under the symbol “IRCC” The following quotations, obtained from Marketwatch, reflect the high and low bids for our common shares 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 of our common stock for the periods indicated below are as follows:

OTC Bulletin Board ⁽¹⁾
Quarter Ended	High		Low
August 31, 2018	$	0.00	$	0.00
May 31, 2018	$	0.00	$	0.00
February 28, 2018	$	0.00	$	0.00
November 30, 2017	$	0.66	$	0.42

________

(1)	Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark- down or commission, and may not represent actual transactions.

(2)	No trades occurred during this period.

(3)	The first trade in our stock did not occur until March 4, 2010.

Our shares are issued in registered form. Nevada Agency and Transfer Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501 (Telephone: (775) 322-0626; Facsimile: (775) 322-5623) is the registrar and agent for our common and preferred shares.

On August 31, 2018, the shareholders’ list showed 40 registered shareholders, 8,237,618 common shares outstanding.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

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Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended August 31, 2018 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended August 31, 2018.

Equity Compensation Plan Information

We have no long-term incentive plans, other than the 2010 Stock Option Plan described below.

2010 Stock Option Plan

On July 30, 2010, our directors approved the adoption of the 2010 Stock Option Plan which permits our company to issue up to 6,500,000 shares of our common stock to directors, officers, employees and consultants of our company upon the exercise of stock options granted under the 2010 Plan. There are no outstanding options as at August 31, 2018.

Equity Compensation Plan Information

Plan category

Number of securities

to be issued

upon

exercise
of outstanding options,
warrants and
rights

Weighted-

average

exercise

price of

outstanding

options,

warrants and
rights

Number of securities

remaining

available for

future issuance under equity

compensation

plans

(excluding securities

reflected
in column (a))

Equity compensation plans approved by security holders

Nil

Equity compensation plans not approved by security holders

Nil

Total

Nil

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the fourth quarter of our fiscal year ended August 31, 2018.

Item 6. Selected Financial Data

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended August 31, 2018 and August 31, 2017 that appear elsewhere in this annual 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 annual report, particularly in the section entitled "Risk Factors" beginning on page 7 of this annual report.

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

Cash Requirements

Over the next 12 months we intend to operate as a business development company. We anticipate that we will incur the following operating expenses during this period:

Estimated Funding Required During the Next 12 Months
Expense	Amount
General, Administrative, and Corporate Expenses	$	25,000
Operating Expenses	$	25,000
Total	$	50,000

At present, our cash requirements for the next 12 months outweigh the funds available. Of the $50,000 that we require for the next 12 months, we have $nil in cash as of August 31, 2018 and a working capital deficiency of $1,788,481. In order to improve our liquidity, we plan to pursue additional equity financing from private investors or possibly a registered public offering. We do not currently have any definitive arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.

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Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months.

Going Concern

The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of our company as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, our company is in the exploration stage and, accordingly, has not generated revenues from operations. As shown on the accompanying financial statements, our company has incurred a net loss of $6,285,185 for the period from inception (July 20, 2006) to August 31, 2018 and has a working capital deficiency of $1,846,686 as at August 31, 2018. These conditions raise substantial doubt about our company’s ability to continue as a going concern.

The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mining activities.

Off-Balance Sheet Arrangements or capital resources that is material to stockholders.

There were none during the years ended August 31, 2018 or 2017.

Results of Operations for the Years Ended August 31, 2018 and 2017

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended August 31, 2018 and 2017.

Our operating results for the years ended August 31, 2018 and 2017 are summarized as follows:

	Year Ended
	August 31,
	2018			2017
Operating expenses	$	(328,677	)	$	(131,279	)
Other expenses	$	(96,710	)	$	(98,903	)
Gain on reversal of debt		-			37,612
Net income (loss) for the year	$	(425,387	)	$	(192,570	)

Expenses

Our operating expenses for the years ended August 31, 2018 and 2017 are outlined in the table below:

	Year Ended
	August 31,
	2018		2017
General and administrative expense	$	246,075	$	130,834
Legal and audit fees		82,602		445

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Equity Compensation

We currently do not have any equity compensation plans or arrangements. On July 31, 2010 our directors approved the adoption of our 2010 Stock Option Plan which permits our company to grant up to 6,500,000 options to acquire shares of common stock, to directors, officers, employees and consultants of our company.

Liquidity and Financial Condition

Working Capital

	At August 31,
	2018			2017
Current Assets	$	-		$	2,145
Current Liabilities	$	1,846,686		$	1,788,844
Working Capital Deficit	$	(1,846,686	)	$	(1,786,699	)

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

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Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in conformity with accounting principles generally accepted in the United States of America for financial statements. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

Accounting estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

For purposes of the statement of cash flows, our company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Fair value of financial instruments

The Company measures the fair value of financial assets and liabilities based on GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Under GAAP, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy is also established, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Level 3 – Inputs that are unobservable (for example cash flow modelling inputs based on assumptions).

The table below presents the carrying value and fair value of our company’s financial instruments.

The fair value represents management’s best estimates based on a range of methodologies and assumptions. The carrying value of receivables and payables arising in the ordinary course of business and the receivable from taxing authorities, approximate fair value because of the relatively short period of time between their origination and expected realization.

	Carrying value		Quoted		Significant
	August 31, 2018		Prices in (Level 1)		Other (Level 2)		Significant Unobservable
Financial liabilities

Accounts payable and accrued expenses	$	62,712	$	62,172	$	-	$	-
Due to related parties	$	75,283	$	75,283	$	-	$	-
Convertible notes – related parties	$	1,708,588	$	-	$	1,708,588	$	-

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Income taxes

The Company follows the asset and liability method of accounting for income taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carry-forward to be used in future years. The Company has established a valuation allowance for the full tax benefit of the operating loss carry-forwards due to the uncertainty regarding realization.

Net loss per common share

Basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.

Stock-based compensation

The Company applies the fair value method for accounting for stock option awards, whereby the Company recognizes a compensation expense for all stock options awarded to employees, officers and consultants based on the fair value of the options on the date of grant, which is determined using the Black-Scholes Option Pricing Model. The options are expensed over the vesting period of the options on a graded vesting basis.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration for other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services.

Concentration of credit risk

Our company places our cash and cash equivalents with high credit quality financial institutions.

Recent Accounting Pronouncements

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

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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Item 8. Financial Statements and Supplementary Data

INDIGENOUS ROOTS CORP.

(FORMERLY AMERICAN PARAMOUNT GOLD CORP.)

FINANCIAL STATEMENTS

AUGUST 31, 2018 AND 2017

(EXPRESSED IN US DOLLARS)

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Director of Indigenous Roots Corp. (formerly American Paramount Gold Corp.)

Opinion on the Consolidated Financial Statements

We have audited the accompanying balance sheets of Indigenous Roots Corp. (formerly American Paramount Gold Corp.) (the "Company") as of August 31, 2018 and 2017, the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

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

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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 in accordance with the standards of the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

We have served as the Company’s auditor since 2012

Vancouver, Canada

October 21, 2019

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INDIGENOUS ROOTS CORP.

(FORMERLY AMERICAN PARAMOUNT GOLD CORP.)

BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

	August 31, 2018			August 31, 2017

ASSETS
Current Assets
Cash	$	-		$	2,145
Total Assets	$	-		$	2,145

LIABILIITES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Bank overdraft	$	103		$	-
Accounts payable		62,712			18,256
Due to related parties (note 6)		75,283			159,772
Convertible loan payable (note 3)		1,708,588			1,610,816
Total Liabilities		1,846,686			1,788,844

STOCKHOLDERS’ DEFICIT
Common stock 200,000,000 authorized shares, par value $0.001 8,237,618 and 7,612,618 shares issued and outstandingas at August 31, 2018 and 2017 respectively (note 4)		8,238			7,613
Additional paid-in-capital		4,430,261			3,552,370
Shares to be issued (note 4 and 6)		-			513,116
Deficit		(6,285,185	)		(5,859,798	)
Total Stockholders’ Deficit		(1,846,686	)		(1,786,699	)
Total Liabilities and Stockholders’ Deficit	$	-		$	2,145

Nature of operations and going concern (Note 1)

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

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INDIGENOUS ROOTS CORP.

(FORMERLY AMERICAN PARAMOUNT GOLD CORP.)

STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

	Years Ended August 31,
	2018			2017

EXPENSES
Operating expenses
General and administrative expenses	$	246,075		$	130,834
Legal and audit fees		82,602			445
Loss before other items		(328,677	)		(131,279	)

Other income (expenses)
Foreign exchange		1,063			(862	)
Interest expense		(97,773	)		(98,041	)
Gain on reversal of debt (note 7)		-			37,612

Net loss	$	(425,387	)	$	(192,570	)

BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.05	)	$	(0.03	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		8,085,700			7,612,500

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

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INDIGENOUS ROOTS CORP.

(FORMERLY AMERICAN PARAMOUNT GOLD CORP.)

STATEMENT OF STOCKHOLDERS’ DEFICIT

(EXPRESSED IN US DOLLARS)

	Common Stock				Additional Paid in		Shares to be			Accumulated
	Number		Amount		Capital		Issued			Deficit			Total

Balance, August 31, 2016		7,612,618	$	7,613	$	3,552,370	$	476,191		$	(5,667,228	)	$	(1,631,054	)
Shares to be issued (Note 4)		-		-		-		36,925			-			36,925
Net loss		-		-		-		-			(192,570	)		(192,570	)
Balance, August 31, 2017		7,612,618		7,613		3,552,370		513,116			(5,859,798	)		(1,786,699	)
Shares issued for cash (Note 4)		300,000		300		29,700		-			-			30,000
Shares issued for services (Note 6)		200,000		200		209,800		-			-			210,000
Shares issued for prior period (Note 4)		125,000		125		476,066		(476,191	)		-			-
Debt forgiven (Note 6)		-		-		125,400		-			-			125,400
Reversal of shares to be issued (Note 4 and 6)		-		-		36,925		(36,925	)		-			-
Net loss		-		-		-		-			(425,387	)		(425,387	)
Balance, August 31, 2018		8,237,618	$	8,238	$	4,430,261	$	-		$	(6,285,185	)	$	(1,846,686	)

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

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INDIGENOUS ROOTS CORP.

(FORMERLY AMERICAN PARAMOUNT GOLD CORP.)

STATEMENTS OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

	Years Ended, August 31
	2018			2017

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(425,387	)	$	(192,570	)
Non-cash items:
Gain on reversal of debt		-			(37,612	)
Accrued interest		97,773			98,041
Shares issued for services		210,000			-
Change in operating assets and liabilities:
Increase in due to related parties		40,910			104,506
Increase (Decrease) in accounts payable		44,456			(8,011	)
NET CASH FLOWS USED IN OPERATING ACTIVITIES		(32,248	)		(35,646	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Common shares issued		30,000			36,925
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES		30,000			36,925

NET CHANGE IN CASH		(2,248	)		1,279
CASH, BEGINNING		2,145			866
CASH, ENDING	$	(103	)	$	2,145

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

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INDIGENOUS ROOTS CORP.

(FORMERLY AMERICAN PARAMOUNT GOLD CORP.)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2018 AND 2017
(EXPRESSED IN US DOLLARS)

1. ORGANIZATION AND NATURE OF BUSINESS

Indigenous Roots Corp. (formerly American Paramount Gold Corp.) (the "Company") was incorporated in the State of Nevada on July 20, 2006 and is listed on the OTC Pink Sheets under the symbol “IRCC”. The Company is currently seeking acquisitions in the renewable energy field.

Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. At August 31, 2018 the Company had an accumulated deficit of $6,285,185 and a working capital deficiency of $1,846,686. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in US dollars.

Accounting estimates

The preparation of these financial statements in conformity with US 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis from making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Fair Value Measurements

The book value of cash, accounts payable and convertible loan approximate their fair values due to the short-term maturity of those instruments. The fair value hierarchy under GAAP is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1- quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 -observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 -assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company’s convertible loan is based on Level 2 inputs in the ASC 820 fair value hierarchy.

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). There were no assets or liabilities measured at fair value on a nonrecurring basis during the years ended August 31, 2018 and 2017.

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Income taxes

Income tax expense is based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Loss per share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted net income per common share includes the potential dilution that could occur upon exercise of the options, and convertible notes to acquire common stock computed using the treasury stock method which assumes that the increase in the number of shares is reduced by the number of shares which could have been repurchased by the Company with the proceeds from the exercise of the options, and convertible notes.

Recent Accounting Pronouncements

3. CONVERTIBLE LOAN

On April 22, 2010, and as amended December 17, 2010, the Company entered into an agreement with Monaco Capital Inc. (“the Lender”), a majority shareholder at the time, for a principal amount of up to $5,000,000. The loan is unsecured and bears interest at the rate of 10% per annum calculated on the principal balance. The Company may at any time during the term of the loan prepay any sum up to the full amount of the loan and accrued interest then outstanding at any time for the sum plus an additional 10% of such amount. The loan (including accrued interest) is convertible into securities of the Company at a conversion price calculated as the mean volume weighted average price for the Company’s common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. At any time after the advancement date, if the Company has not paid the loan and accrued interest in full, the Lender may, by providing written notice to the Company, exercise its rights of conversion in respect of either a portion of the total outstanding amount of the loan as of that date into shares of the Company. The amounts advanced plus accrued interest are due one year following the date advanced.

As at August 31, 2018, the Company owed $1,708,588 (2017 - $1,610,816) under this loan, including accrued interest as at August 31, 2018 of $728,176 (2017 - $630,403).

The loan is in default and due on demand. The obligation to repay the debt will reach the Statute of Limitations in February, 2019.

4. STOCKHOLDERS’ DEFICIT

Shares Issuances

During the year ended August 31, 2018, the Company issued 125,000 common shares at a price of CDN $4 per share pursuant to share subscriptions previously received in 2012 for the amount of $476,191.

During the year ended August 31, 2018, the Company issued 300,000 common shares at a price of $0.10 per share, for cash proceeds of $30,000

During the year ended August 31, 2018, the Company issued 200,000 common shares with a fair value of $210,000 to a company owned by a former officer and director for services.

During the year ended August 31, 2017, the Company received $36,925 for subscriptions of 1,829,750 common shares from a related party in exchange for debt owed by the Company. During the year ended August 31, 2018, the related party forgave the Company from the obligation to issue shares owed for proceeds of $36,925, received in prior year. The related party made advances to and on behalf of the Company and entered into an agreement to accept shares of the Company in exchange for the debt. Subsequently, the related party canceled the share exchange agreement and waived his right to shares and released the Company from any and all obligation to repay the debt.

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5. INCOME TAXES

The reported income taxes differ from the amounts obtained by applying statutory rates to the loss before income taxes as follows:

	August 31, 2018			August 31, 2017
Net loss	$	(425,387	)	$	(192,570	)
		21.0	%		35.0	%
Expected income tax recovery		(89,331	)		(67,000	)
Adjustment to prior year provision versus statutory tax return		-			(46,000	)
Effect of change in tax rates		318,163			-
Change in valuation allowance		(228,832	)		113,000
Income tax recovery	$	-		$	-

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

	August 31, 2018			August 31, 2017
Deferred tax assets
Net operating loss carry forwards	$	567,168		$	796,000
Less: Valuation allowance		(567,168	)		(796,000	)
Net deferred income tax assets	$	-		$	-

At August 31, 2018, the Company has a deferred tax asset. A full valuation allowance has been established as management believes it is more likely that not that the deferred tax asset will not be realized.

As at August 31, 2018, the Company has non-capital losses of approximately $2,700,000 that may be carried forward and applied against federal and state taxable income of future years. The non-capital losses may be carried forward and expire between 2027 and 2038.

Tax attributes are subject to review, and potential adjustment by tax authorities.

6. RELATED PARTIES TRANSACTIONS

During the year ended August 31, 2018, the Company issued 200,000 common shares to a company owned by a former officer and director for management services at a fair value of $210,000.

During the year ended August 31, 2018, two related parties forgave $125,400 of debt owed by the Company for accrued management and consulting fees. The gain for the Company was recorded as additional paid in capital.

During the year ended August 31, 2018, a related party forgave the Company from the obligation to issue shares owed for proceeds of $36,925, received in prior year. The related party made advances to and on behalf of the Company and entered into an agreement to accept shares of the Company in exchange for the debt. Subsequently, the related party canceled the share exchange agreement and waived his right to shares and released the Company from any and all obligation to repay the debt.

As at August 31, 2018, the Company owed $53,960 (2017 - $60,000) to a former President of the Company for cash advances made to the Company.

As at August 31, 2018, the Company owed $21,323 (2017 - $99,772) to the Controller of the Company for services provided to the Company.

7. REVERSAL OF DEBT

During the year ended August 31, 2017, certain payables became no longer enforceable as the Statute of Limitation period has expired. The Company reversed the payables of $37,612 which has been recognized in income.

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

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.

Item 9A. Controls and Procedures

Management’s 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 and chief financial officer (who are acting as our principal executive officer and as our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure

As of August 31, 2018, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial and 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) and our chief financial officer (our principal financial and accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of August 31, 2018. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of August 31, 2016, our internal control over financial reporting is not effective. Our management reviewed the results of their assessment with our Board of Directors.

This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our Company to provide only management’s report in this annual report.

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Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses Identified

In connection with the preparation of the financial statements for the year ended August 31, 2018, management identified the following material weakness in internal control:

Our company’s accounting staff does not have sufficient technical accounting knowledge relating to accounting for income taxes and complex US GAAP matters.

Plan for Remediation of Material Weaknesses

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate this deficiency as resources to do so become available. We intend to consider the results of our remediation efforts and related testing as part of our year-end 2018 assessment of the effectiveness of our internal control over financial reporting. Such remediation would entail enhancing the training and oversight of the accounting personnel responsible for non-routine transactions involving complex accounting matters and engaging the services of an independent consultant with sufficient expertise in income tax and complex US GAAP matters to assist us in the preparation of our financial statements.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the fourth quarter ended August 31, 2018 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information

On September 27, 2018, Lawrence Faulk was appointed President, CEO, Secretary, Treasurer and as a Director.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

On December 21, 2017, Michael Matvieshen was appointed to the Board of Directors.

On December 22, 2017, Robert D Kay was appointed to the Board of Directors.

On January 19, 2018, Isaac Laboucan-Avirom was appointed to the Board of Directors.

On January 30, 2018, Ronald Loudoun resigned as an officer and director of the Company and Robert D. Kay was appointed as President and Michael Matvieshen was appointed as Interim CEO and Director.

On February 6, 2018, Kelly Scherman was appointed to the Board of Directors.

On February 21, 2018, Don Schultz was appointed to the Board of Directors.

On March 31, 2018, Robert D. Kay resigned as President and as a director.

On April 4, 2018, Michael Matvieshen was appointed President and Co-Chairman of the Board of Directors.

On April 4, 2018, Robert Louie, Ronald Cannan, Donald Schultz and Darryl Deadmarsh were appointed to the Board of Directors. Robert Louie was appointed as Chairman of the Board of Directors.

On July 23, 2018, Robert Louie, Ronald Cannan, Donald Schultz, Darryl Deadmarsh, Kelly Scherman and Isaac Laboucan-Avirom resigned from the Board of Directors.

On September 27, 2018, Michael Matvieshen resigned as President and as a director.

On September 27, 2018, Lawrence Faulk was appointed President, CEO, Secretary, Treasurer and as a Director.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

None.

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Compliance with Section 16(a) of the Securities Exchange Act of 1934

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our officers, directors, and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

Code of Ethics

Effective December 13, 2011, our company’s board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company’s officers including our president (being our principal executive officer and principal financial officer), contractors, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

	1.	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

	2.	full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

	3.	compliance with applicable governmental laws, rules and regulations;

	4.	the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

	5.	accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company’s personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics.

Further, all of our company’s personnel are to be accorded full access to our company’s board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our Company officers. In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles and federal and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company’s president or secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics by another. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests may be sent in writing to our company, 130 King Street West, Suite 3670, Toronto, Ontario M5X 1A9.

Audit Committee and Audit Committee Financial Expert

We have no audit committee.

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

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We believe that the members of our audit committee are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating or compensation committee or committees performing similar functions nor do we have a written nominating or compensation committee charters. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Item 11. Executive Compensation

None

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

Stock Option Plan

On June 30, 2010 our directors approved the adoption of our 2010 Stock Option Plan which permits our company to grant up to 6,500,000 options to acquire shares of common stock, to directors, officers, employees and consultants of our company.

Option Exercises

During our fiscal year ended August 31, 2018, there were no options exercised by our named officers.

Compensation of Directors

There are no agreements for compensation with Mr. Larry Faulk for his services as Director.

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Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

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

The following table sets forth, as of August 31, 2018, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percentage of Class ⁽¹⁾
Mike Matvieshen, Kelowna, BC	Common		3,000,000		39.4	%
Q4 Financial Group Inc., Vancouver, BC	Common		3,000,000		39.4	%
Directors and Officers as a group	Common		Nil		0	%

________

⁽¹⁾

Based on 8,237,500 shares of common stock issued and outstanding as of August 31, 2018. Except as otherwise indicated, we believe that the beneficial owners of the common shares listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

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Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

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

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended August 31, 2012, in which the amount involved in the transaction exceeded or exceeds $120,000.

Director Independence

We have determined that we do not have a director that is an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).

We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating or compensation committee or committees performing similar functions nor do we have a written nominating or compensation committee charters. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended August 31, 2018 and for fiscal year ended August 31, 2017 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended
	August 31, 2018 $		August 31, 2017 $
Audit Fees		8,250		10,000
Audit Related Fees		Nil		Nil
Tax Fees		Nil		Nil
All Other Fees		Nil		Nil
Total		8,250		10,000

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)	Financial Statements

	(1)	Financial statements for our company are listed in the index under Item 8 of this document

	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or noted thereto.

(b)	Exhibits

Exhibit Number		Exhibit Description

(3)		Articles of Incorporation and By-laws

3.1		Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on October 23, 2006).

3.2		By-laws (incorporated by reference from our Registration Statement on Form SB-2 filed on October 23, 2006).

3.3		Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on April 12, 2010).

3.4		Certificate of Change (incorporated by reference from our Current Report on Form 8-K filed on April 12, 2010).

3.5		Certificate of Change filed with the Nevada Secretary of State on November 28, 2010 (incorporated by reference from our Current Report on Form 8-K filed on January 24, 2012).

3.6		Certificate of Correction filed with the Nevada Secretary of State on November 29, 2012 (incorporated by reference from our Current Report on Form 8-K filed on January 24, 2012).

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Exhibit Number		Exhibit Description

(4)		Instruments defining the rights of security holders, including indentures

4.1*		Code of Ethics

(10)		Material Contracts

10.1		Mineral Lease Agreement between Royce L. Hackworth and Belva L. Tomany and Zebra Resources (now know as American Paramount Gold Corp.) dated April 16, 2011. (incorporated by reference from our Current Report on Form 8-K filed on April 19, 2011).

10.2		Consulting Agreement between our company and Wayne Parsons dated April 14, 2011. (incorporated by reference from our Current Report on Form 8-K filed on April 27, 2011).

10.3		Option Cancellation Agreement between our company and Wayne Parsons dated November 18, 2011.

10.4*		Convertible Loan Agreement between our company and Monaco Capital Inc. dated December 17, 2010.

(31)		Section 302 Certifications

31.1*		Section 302 Certification – Principal Executive Officer

31.2*		Section 302 Certification – Principal Financial Officer

(32)		Section 906 Certification

32.1*		Section 906 Certification – Principal Executive Officer

32.2*		Section 906 Certification – Principal Financial Officer

(101)**		Interactive Data File (Form 10-K for the Year Ended December 31, 2012)

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

___________

*	Filed herewith.

**	Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

Table of Contents

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INDIGENOUS ROOTS CORP.
	(Registrant)


Dated: October 24, 2019	/s/ Larry Faulk
	Larry Faulk
	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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.

Dated: October 24, 2019		/s/ Larry Faulk
		Larry Faulk
		President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)