UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





[X]
                    Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended December 31,
      2008[  ]
                    Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period __________ to__________Commission
      File Number:  000-27645





Ivany Mining
Inc.


(Exact
name of small business issuer as specified in its charter)





Delaware
                      88-0258277(State
      or other jurisdiction of incorporation or
    organization)
                      (IRS
      Employer Identification
No.)





8720 A Rue Du Frost, St. Leonard, Quebec,
      Canada  H1P 2Z5(Address
      of principal executive
offices)





514-325-4567(Issuer’s
      telephone number)_______________________________________________________________(Former
      name, former address and former fiscal year, if changed since last
      report)




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X]
Yes    [ ] No





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





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





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





State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date:  25,751,877 Common Shares as of
February 16, 2009.


Table of Contents




TABLEOF CONTENTS
                              graphic1
                            PagePART I – FINANCIAL INFORMATIONItem 1:
                            Financial Statements
                            3Item 2:
                            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                            4Item 3:
                            Quantitative and Qualitative Disclosures About Market
      Risk
                            14Item 4T:
                            Controls and Procedures
                            15PART II – OTHER INFORMATIONItem 1:
                            Legal Proceedings
                            16Item 1A:
                            Risk Factors
                            16Item 2:
                            Unregistered Sales of Equity Securities and Use of
      Proceeds
                            16Item 3:
                            Defaults Upon Senior Securities
                            16Item 4:
                            Submission of Matters to a Vote of Security
      Holders
                            16Item 5:
                            Other Information
                            16Item 6:
                            Exhibits
                            16


2
 Table of Contents





PART
I - FINANCIAL INFORMATION





Item1.    Financial Statements





Our
      unaudited financial statements included in this Form 10-Q are as
      follows:F-1
                                  Balance Sheets as of December 31, 2008 and June 30,
      2008;F-2
                                  Statements of Operations for the three and six months ended
      December 31, 2008 and 2007 and from inception of current operations
      through December 31, 2008;F-3
                                  Statements of Stockholders’ Equity as of December 31,
      2008F-4
                                  Statements of Cash Flows for the three and six months ended
      December 31, 2008 and 2007 and from inception of current operations
      through December 31, 2008;F-5
                                  Notes to Financial
  Statements;








These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-Q.  In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included.  Operating results for the interim
period ended December 31, 2008 are not necessarily indicative of the results
that can be expected for the full year.


3
 Table of Contents


IVANYMINING, INC.


(An
Exploration Stage Company)


Balance
Sheets




ASSETSDecember
      31,
                                                                                                          2008
                                                                                                      
                                                                                                      June
      30,
                                                                                                          2008(unaudited)CURRENT
      ASSETSCash
                                                                                                      $
                                                                                                      129
                                                                                                      
                                                                                                      $
                                                                                                      120,304Total
      Current Assets
                                                                                                      
                                                                                                      129
                                                                                                      
                                                                                                      
                                                                                                      120,304EQUIPMENT,
      net
                                                                                                      
                                                                                                      4,326
                                                                                                      
                                                                                                      
                                                                                                      5,336OTHER
      ASSETSMineral
      properties
                                                                                                      
                                                                                                      528,068
                                                                                                      
                                                                                                      
                                                                                                      528,068Total
      Other Assets
                                                                                                      
                                                                                                      528,068
                                                                                                      
                                                                                                      
                                                                                                      528,068TOTAL
      ASSETS
                                                                                                      $
                                                                                                      532,523
                                                                                                      
                                                                                                      $
                                                                                                      653,708LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT
      LIABILITIESAccounts
      payable
                                                                                                      $
                                                                                                      31,276
                                                                                                      
                                                                                                      $
                                                                                                      14,263Advances
      payable to shareholders
                                                                                                      
                                                                                                      50,658
                                                                                                      
                                                                                                      
                                                                                                      -Total
      Current Liabilities
                                                                                                      
                                                                                                      81,934
                                                                                                      
                                                                                                      
                                                                                                      14,263STOCKHOLDERS'
      EQUITYPreferred
      stock; 10,000,000 shares authorized,at $0.001 par value,
      none issued or outstanding and outstanding
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      -Common
      stock; 200,000,000 shares authorized, at $0.001 par value,
      25,751,877 and 25,451,877 shares issued and outstanding,
      respectively
                                                                                                      
                                                                                                      25,752
                                                                                                      
                                                                                                      
                                                                                                      25,452Additional
      paid-in capital
                                                                                                      
                                                                                                      9,252,757
                                                                                                      
                                                                                                      
                                                                                                      8,858,911Deficit
      accumulated during the exploration stage
                                                                                                      
                                                                                                      (8,827,920)
                                                                                                      
                                                                                                      
                                                                                                      (8,244,918)Total
      Stockholders' Equity
                                                                                                      
                                                                                                      450,589
                                                                                                      
                                                                                                      
                                                                                                      639,445TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                                      $
                                                                                                      532,523
                                                                                                      
                                                                                                      $
                                                                                                      653,708




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


F-1
 Table of Contents
 IVANYMINING, INC.
 (An
Exploration Stage Company)
 Statements
of Operations (Unaudited)
 For
      the Three Months Ended
                                                                                                      December 31,
                                                                                                  
                                                                                                  For
      the Six Months Ended
                                                                                                      December 31,
                                                                                                  
                                                                                                  From
      Inception
                                                                                                        Through
                                                                                                        December 31,2008
                                                                                                  
                                                                                                  2007
                                                                                                  
                                                                                                  2008
                                                                                                  
                                                                                                  
                                                                                                  2007
                                                                                                  
                                                                                                  2008REVENUES
                                                                                                  $
                                                                                                  -
                                                                                                  
                                                                                                  $
                                                                                                  -
                                                                                                  
                                                                                                  $
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  -
                                                                                                  
                                                                                                  $
                                                                                                  -OPERATING
      EXPENSESExploration
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  45,551
                                                                                                  
                                                                                                  
                                                                                                  31,547
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  45,551
                                                                                                  
                                                                                                  
                                                                                                  171,348General
      and administrative
                                                                                                  
                                                                                                  178,310
                                                                                                  
                                                                                                  
                                                                                                  91,235
                                                                                                  
                                                                                                  
                                                                                                  550,445
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  148,122
                                                                                                  
                                                                                                  
                                                                                                  2,129,195Depreciation
                                                                                                  
                                                                                                  505
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  1,010
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  1,768Total
      Operating Expenses
                                                                                                  
                                                                                                  178,815
                                                                                                  
                                                                                                  
                                                                                                  136,786
                                                                                                  
                                                                                                  
                                                                                                  583,002
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  193,673
                                                                                                  
                                                                                                  
                                                                                                  2,302,311LOSS
      FROM OPERATIONS
                                                                                                  
                                                                                                  (178,815)
                                                                                                  
                                                                                                  
                                                                                                  (136,786)
                                                                                                  
                                                                                                  
                                                                                                  (583,002)
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  (193,673)
                                                                                                  
                                                                                                  
                                                                                                  (2,302,311)INCOME
      TAX EXPENSE
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  2,300
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  691LOSS
      FROM CONTINUING OPERATIONS
                                                                                                  
                                                                                                  (178,815)
                                                                                                  
                                                                                                  
                                                                                                  (134,486)
                                                                                                  
                                                                                                  
                                                                                                  (583,002)
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  (193,673)
                                                                                                  
                                                                                                  
                                                                                                  (2,301,620)DISCONTINUED
      OPERATIONS
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  (6,397,904)NET
      LOSS
                                                                                                  $
                                                                                                  (178,815)
                                                                                                  
                                                                                                  $
                                                                                                  (134,486)
                                                                                                  
                                                                                                  $
                                                                                                  (583,002)
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  (193,673)
                                                                                                  
                                                                                                  $
                                                                                                  (8,699,524)BASIC
      LOSS PER COMMON SHARE
                                                                                                  $
                                                                                                  (0.01)
                                                                                                  
                                                                                                  $
                                                                                                  (0.10)
                                                                                                  
                                                                                                  $
                                                                                                  (0.02)
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  (0.15)WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                                                                                                  
                                                                                                  25,751,877
                                                                                                  
                                                                                                  
                                                                                                  1,321,032
                                                                                                  
                                                                                                  
                                                                                                  25,651,877
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  1,321,032
 The
accompanying notes are an integral part of these financial
statements.
 F-2
 Table of Contents
 IVANYMINING, INC.
 (An
Exploration Stage Company) Statements
of Stockholders' Equity (Deficit)
 (Unaudited)
 Common
      Stock
                                                                                        
                                                                                        Additional
                                                                                            Paid-In
                                                                                        
                                                                                        Deficit
                                                                                                Accumulated
                                                                                                During the
                                                                                                Exploration
                                                                                        
                                                                                        Total
                                                                                            Stockholders'Shares
                                                                                        
                                                                                        Amount
                                                                                        
                                                                                        Capital
                                                                                        
                                                                                        Stage
                                                                                        
                                                                                        DeficitBalance,
      June 30, 2005
                                                                                        
                                                                                        246,032
                                                                                        
                                                                                        $
                                                                                        246
                                                                                        
                                                                                        $
                                                                                        6,215,095
                                                                                        
                                                                                        $
                                                                                        (6,330,697)
                                                                                        
                                                                                        $
                                                                                        (115,356)Net
      loss for the year ended June 30, 2006
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        (28,518)
                                                                                        
                                                                                        
                                                                                        (28,518)Balance,
      June 30, 2006
                                                                                        
                                                                                        246,032
                                                                                        
                                                                                        
                                                                                        246
                                                                                        
                                                                                        
                                                                                        6,215,095
                                                                                        
                                                                                        
                                                                                        (6,359,215)
                                                                                        
                                                                                        
                                                                                        (143,874)Net
      loss for the year ended June 30, 2007
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        (38,689)
                                                                                        
                                                                                        
                                                                                        (38,689)Balance,
      June 30, 2007
                                                                                        
                                                                                        246,032
                                                                                        
                                                                                        
                                                                                        246
                                                                                        
                                                                                        
                                                                                        6,215,095
                                                                                        
                                                                                        
                                                                                        (6,397,904)
                                                                                        
                                                                                        
                                                                                        (182,563)Mineral
      properties acquired for common stock
                                                                                        
                                                                                        20,150,000
                                                                                        
                                                                                        
                                                                                        20,150
                                                                                        
                                                                                        
                                                                                        77,958
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        98,108Common
      stock issued for cash
                                                                                        
                                                                                        5,055,845
                                                                                        
                                                                                        
                                                                                        5,056
                                                                                        
                                                                                        
                                                                                        1,273,191
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        1,278,247Value
      of options granted
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        1,292,667
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        1,292,667Net
      loss for the year ended June 30, 2008
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        (1,847,014)
                                                                                        
                                                                                        
                                                                                        (1,847,014)Balance,
      June 30, 2008
                                                                                        
                                                                                        25,451,877
                                                                                        
                                                                                        
                                                                                        25,452
                                                                                        
                                                                                        
                                                                                        8,858,911
                                                                                        
                                                                                        
                                                                                        (8,244,918)
                                                                                        
                                                                                        
                                                                                        639,445Common
      stock issued for services at $0.91
                                                                                        
                                                                                        300,000
                                                                                        
                                                                                        
                                                                                        300
                                                                                        
                                                                                        
                                                                                        272,700
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        273,000Value
      of options granted
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        121,146
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        121,146Net
      loss for the six months ended December 31,
2008
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        (583,002)
                                                                                        
                                                                                        
                                                                                        (583,002)Balance,
      December 31, 2008
                                                                                        
                                                                                        25,751,877
                                                                                        
                                                                                        $
                                                                                        25,752
                                                                                        
                                                                                        $
                                                                                        9,252,757
                                                                                        
                                                                                        $
                                                                                        (8,827,920)
                                                                                        
                                                                                        $
                                                                                        450,589
 The
accompanying notes are an integral part of these financial
statements.
 F-3
 Table of Contents
 IVANYMINING, INC.
 (A
Exploration Stage Company)
 Statements
of Cash Flows (Unaudited)
 For
      the Six Months Ended
                                                                                                  December 31,
                                                                                              
                                                                                              From
      Inception
                                                                                                    Through
                                                                                                    December 31,2008
                                                                                              
                                                                                              2007
                                                                                              
                                                                                              2008OPERATING
      ACTIVITIESNet
      loss
                                                                                              $
                                                                                              (583,002)
                                                                                              
                                                                                              $
                                                                                              (193,673)
                                                                                              
                                                                                              $
                                                                                              (8,827,920)Adjustments
      to reconcile net loss to net cash used by operating
      activities:Discontinued
      operations
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              6,243,678Value
      of options granted
                                                                                              
                                                                                              121,146
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              1,413,813Common
      stock issued for services
                                                                                              
                                                                                              273,000
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              273,000Depreciation
                                                                                              
                                                                                              1,010
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              1,768Changes
      in operating assets and liabilities:Change
      in accounts payable
                                                                                              
                                                                                              17,013
                                                                                              
                                                                                              
                                                                                              4,646
                                                                                              
                                                                                              
                                                                                              (2,206)Net
      Cash Used in Operating Activities
                                                                                              
                                                                                              (170,833)
                                                                                              
                                                                                              
                                                                                              (189,027)
                                                                                              
                                                                                              
                                                                                              (897,867)INVESTING
      ACTIVITIESPurchase
      of mineral properties
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              (113,369)
                                                                                              
                                                                                              
                                                                                              (429,960)Purchase
      of computer equipment
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              (6,094)Net
      Cash Used in Investing Activities
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              (113,369)
                                                                                              
                                                                                              
                                                                                              (436,054)FINANCING
      ACTIVITIESProceeds
      from common stock
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              1,119,000
                                                                                              
                                                                                              
                                                                                              1,278,247Repayment
      of notes payable
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              (40,247)Proceeds
      from notes payable
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              40,247Repayment
      to shareholder
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              (113,979)Borrowings
      from shareholder
                                                                                              
                                                                                              50,658
                                                                                              
                                                                                              
                                                                                              5,145
                                                                                              
                                                                                              
                                                                                              169,782Net
      Cash Provided by Financing Activities
                                                                                              
                                                                                              50,658
                                                                                              
                                                                                              
                                                                                              1,124,145
                                                                                              
                                                                                              
                                                                                              1,334,050NET
      DECREASE IN CASH
                                                                                              
                                                                                              (120,175)
                                                                                              
                                                                                              
                                                                                              821,749
                                                                                              
                                                                                              
                                                                                              129CASH
      AT BEGINNING OF PERIOD
                                                                                              
                                                                                              120,304
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              -CASH
      AT END OF PERIOD
                                                                                              $
                                                                                              129
                                                                                              
                                                                                              $
                                                                                              821,749
                                                                                              
                                                                                              $
                                                                                              129SUPPLIMENTAL
      DISCLOSURES OF CASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              $
                                                                                              -Income
      Taxes
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              $
                                                                                              -NON
      CASH FINANCING ACTIVITIES:Common
      stock issued for mineral properties
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              $
                                                                                              98,108
                                                                                              
                                                                                              $
                                                                                              98,108
  The
accompanying notes are an integral part of these financial
statements.
 F-4
 Table of
Contents


IVANYMINING, INC.


Notes to
the Condensed Financial Statements


December
31, 2008 and June 30, 2008








NOTE 1
-                      CONDENSED
FINANCIAL STATEMENTS





The
accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations, and cash flows at December 31, 2008, and for
all periods presented herein, have been made.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted.  It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company’s June 30,
2008 audited financial statements.  The results of operations for the
periods ended December 31, 2008 and 2007 are not necessarily indicative of the
operating results for the full years.





NOTE 2
-                      GOING
CONCERN





The
Company’s financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.





In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management’s plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.





F-5
 Table of Contents


IVANY
MINING, INC.
 Notes to
the Condensed Financial Statements
 December
31, 2008 and June 30, 2008


NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES





Use of
Estimates


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





Recent Accounting
Pronouncements





In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of  premium
revenue and claims liabilities. This statement also requires expanded
disclosures about financial guarantee insurance contracts. SFAS No. 163 is
effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”.SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.




F-6
 Table of Contents




Item2.     Management’s Discussion and
Analysis of Financial Condition and Results of Operations





Forward-Looking
Statements





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





Description
of Business





Ivany
Mining Inc. was formed as a Delaware corporation on July 13,
1999.  Our principal executive offices are located at 8720-A Rue Du
Frost, St. Leonard, Quebec, Canada H1P 2Z5.  Our telephone number is
514-325-4567.





We are in
the business of mineral exploration and development. We have acquired or entered
into agreements to acquire several mineral claims in the provinces and Quebec
and Alberta, Canada. Our plan is to attempt to identify and pursue opportunities
for the acquisition and development of mining properties in Canada and around
the world.





We are
focused on the strategic acquisition and development of uranium, diamond, base
metals, and precious metal properties on a worldwide basis. Our long-term
objective is to become a sustainable mid-tier base & precious metal producer
in Canada & Cambodia, to the benefit of all stakeholders, in a socially and
environmentally responsible manner. Our overall strategy is to rapidly advance
our recently acquired/optioned base & precious metal exploration
properties.




4
 Table of Contents





Exploration
of our mineral claims is required before a final determination as to their
viability can be made. The existence of commercially exploitable mineral
deposits in our mineral claims is unknown at the present time and we will not be
able to ascertain such information until we receive and evaluate the results of
our exploration programs.





Zama Lake Pb-Zn
Property





Acquisition
of Property





On
September 11, 2007, we entered into a Letter of Intent Purchase Agreement (the
“Purchase Agreement”) with Star Uranium Corp. (“Star Uranium”). Under the terms
of the Purchase Agreement, Star Uranium has agreed to transfer to us ten mining
claims located in the Zama Lake area of northern Alberta, Canada. Under the
Purchase Agreement, we paid Star Uranium a cash purchase price of $100,000CDN.
Also, we issued Star Uranium 150,000 shares of our common stock as additional
consideration for the purchased mining claims. The mining claims transferred
under the Purchase Agreement cover a total of approximately 92,160
hectares.





Under the
Purchase Agreement, we have also agreed to invest certain minimum amounts in the
development of the mineral properties. Subject to any negotiated adjustments
which may be made by the parties based on future geological evaluation, we were
required to spend a minimum of $400,000CDN toward exploration of the properties
before May 16, 2008.  We are required to spend an additional
$1,000,000CDN toward exploration and development before May 16,
2010.





Star
Uranium has retained a 2% smelter royalty on the properties and has retained all
diamond rights. We have the option to buy-down the retained net smelter royalty
to 1% by making an additional payment of $1,000,000CDN to Star Uranium at any
time. The Purchase Agreement, which is in the form of a short Letter of Intent,
may be replaced by a more formal agreement if deemed necessary by the
parties.





On
September 12, 2007, we acquired additional claims in Alberta under an Alberta
Mining Claims Purchase Agreement (the “Purchase Agreement”) with Derek Ivany and
Royal Atlantis Group, Inc. (“Royal Atlantis”). Under the terms of the Purchase
Agreement, Mr. Ivany and Royal Atlantis have transferred to us a total of six
mining claims located in the province of Alberta, Canada.





In
exchange for the mining claims transferred to us under the Purchase Agreement,
we paid a total of $20,000 ($10,000 each) to Mr. Ivany and Royal
Atlantis.





In 2007,
Ivany Mining Inc. hired Paul A. Hawkins & Associates Ltd. an independent
geological services firm to further analyze and complete a National Instrument
43-101 compliance form on the property. The report covers the property optioned
from Star Uranium and outlines a detailed exploration program.





5
 Table of Contents





Description
and Location of the Zama Lake Property





The Zama
Lake Pb-Zn property consists of ten metallic mineral permits covering 92,160
hectares (227,732.3 acres) located 700 km north northwest of Edmonton Alberta.
The property is a grass roots Pb-Zn Play staked as the result of the discovery
of anomalous sphalerite and galena grains found in till samples collected during
diamond exploration. The property area is forested and hosts parts of the Zama
Lake Oil and Gas field. Zama Lake and Zama City are oil industry support bases
and are located within the property.





The Zama
Lake Pb-Zn consists of ten metallic mineral permits covering 92,160 hectares
(227,732.3 acres) located 700 km north northwest of Edmonton Alberta. The
property is a grass roots Pb-Zn Play staked as the result of the discovery of
anomalous sphalerite and galena grains found in till samples collected during
diamond exploration. The property area is forested and hosts parts of the Zama
Lake Oil and Gas field. Zama Lake and Zama City are oil industry support bases
and are located within the property. The First Nation Dene Tha’
(Assumption-Habay-Chateh) settlement exists to the south of the
property.





Exploration
Potential





The
presence of anomalous concentrations of sphalerite and galena in the coarse sand
fraction of till from the Zama Lake area suggests the possible presence of
proximal Pb-Zn mineralization. Given the area geology, this mineralization may
be either Sedex mineralization in the underlying shale or MVT mineralization in
the deeper carbonates.





Northern
Alberta hosts a thick sequence of shale, which is cut by the Great Slave Shear
Zone which extends southwest from the Pine Point area into the Zama Lake /
Rainbow Lake area. Core studies of Keg River carbonate in the area show
dolomitization, brecciation, and the presence of cements containing fluorite,
chalcopyrite, sphalerite, and / or galena, which are indicative of hydrothermal
activity in the immediate region. This hydrothermal activity is likely present
because the association of higher temperature saddle dolomite with epigenetic
lead and zinc mineralization, hydrocarbons, and sulfate-rich carbonate proximal
to major basement faults. The discovery of significant concentrations of Zn and
Pb in modern saline formation waters emanating from Middle Devonian Keg River
Formation in northern Alberta suggests a possible ore-source in the area that
has not yet been discovered (Hitchon, 1993).




Throughout
northern Alberta and southern Northwest Territories, numerous and extensive
thick carbonate successions occur in the cratonic platform wedge of strata
within the Western Canadian Sedimentary Basin. These same rocks host the Pine
Point MVT mineralization. No Sedex deposits have been found in Cenozoic or
Mesozoic age rocks but there is a clear association and close genetic link
between deposit types. Potential exists for both types of deposit in the Zama
Lake area.





The
exploration potential of the Zama Lake Pb-Zn property lies in the recognition
that the discovery of sphalerite, galena, barite grains in heavy mineral
concentrates are being indicative of the metal bearing hydrothermal fluids
ascending through a sedimentary package which hosts carbonates and shale where
they could have deposited economic Pb-Zn deposits. Previous to this, sphalerite
and galena occurrences were known in the Devonian carbonate rocks in oil wells
in northern Alberta. High levels of metals were also found in saline formation
waters in Devonian Keg River Formation. Both the federal (GSC) and provincial
(AGS) geological surveys have been promoting the Pb-Zn conceptual potential of
the Western Canadian Sedimentary Basin for several years (Rice, 2001; Hannigan,
2002; Hannigan et al., 2003). Previous analyses of Devonian formation waters in
Northern Alberta show these waters to be Pb-rich and are thus not related to
Pine Point because the deposit is Zn-rich. Recent analysis shows that Zn values
are in an order of magnitude greater than Pb (Hannigan et al., 2003). Lead
isotope dating of the Pine Point deposits is 290 Ma (290 million years ago or
Late Pennsylvanian age). The metal-bearing fluids responsible for Pine Point are
much older and likely different than modern formation waters. Modern formation
waters are likely driven by a Laramide deformation event within the Cretaceous.
This would make the whole sedimentary package prospective for Pb-Zn
deposition.




6
 Table of Contents





The
presence of the classical Pb - Zn - Mo anomalous geochemistry on a regional
basis in the surficial environment in the clay silt fraction of till within the
Zama Lake area indicates proximal source and not a far traveled transported
anomaly. This potential has only recently been recognized. The structural
setting of the Zama Lake Area along parallel structures to the MacDonald - Great
Slave Fault northeast-southwest system and cross cutting northwest-southwest
structures is similar in setting to the Pine Point Area. Most of these
structures are basement features, which have been reactivated over time and
penetrate nearly the full sedimentary package. These structures are likely one
of the major controls localizing mineralization.





Exploration
on the Zama Lake property consisting of till sampling, examination of indicator
mineral concentrates and silt geochemistry indicates the likely proximal
presence of Pb-Zn mineralization near surface. The best potential likely exists
along structural breaks (faults), collapse structures, porous zones (tuffs), and
proximal or up dip of petroleum zones. This potential likely exists beyond the
carbonates at depth and into the shale. Further work is required to evaluate
this grass-roots Pb-Zn property of merit.





Geological
Exploration Program in General and Recommendations From Our Consulting
Geologist





We have
obtained an independent Technical Report on the Zama Lake property from Paul A.
Hawkins, P.Eng. Mr. Hawkins prepared the Technical Report and reviewed all
available exploration data completed on these mineral claims.





The
property that is the subject of the Zama Lake property is undeveloped and does
not contain any open-pit or underground mines which can be rehabilitated. There
is no commercial production plant or equipment located on the property that is
the subject of the mineral claim. Our exploration program is exploratory in
nature and there is no assurance that mineral reserves will be
found.  In order to further evaluate the potential of the Zama Lake
property, our consulting geologist has recommended a two-phase exploration
program.




7
 Table of Contents





Phase I





Sub-surface
data should be compiled from select wells on the property to compile the shallow
stratigraphy from well logs. Any structural information from the logs would also
be valuable. Bedrock topography would also be important to avoid areas of deep
overburden. This information can likely be acquired at a minimum
cost.





Further,
more extensive bulk till and silt geochemical sampling should be untaken at a
higher density using ATV for better access into more remote and wetter areas
where summer access does not exist. Coverage of silt geochemistry sampling
should be expanded beyond that of addition bulk till sampling. Orientation
studies should also be undertaken to define variation with depth and lateral
variation within burrow pits near current anomalous areas. Increasing bulk till
sample size should also be evaluated. Data from GSC / AGS multi-element sampling
should be fully integrated into a single database.





Isotopic
age dating of the sulfide indicator minerals recovered is warranted to date the
age of the mineralization. The age date for mineralization at Pine Point is 290
million years ago. The age date for mineral at Zama Lake in the subsurface
within Devonian carbonates is of a similar age. Mineralization near surface may
relate to the Laramide Orogeny 47 ±10 Ma (million years ago). This Laramide
Orogeny likely deforms rocks up and including Cretaceous age rock. If the age
dates are much younger than the old lead dates for Pine Point, the potential for
the play increases significantly. Several of the grains should have their
isotopic composition determined.





Processing
of aeromagnetic data should be completed and targets selected for ground
follow-up. Follow-up ground geophysics should likely initially consist of ground
magnetometer, VLF-EM, HLEM and selected induced polarization (IP) surveys. The
best suite of surveys should be determined given the local ground conditions and
overburden thickness. It will likely be possible in some cases to use
pre-existing grid lines from seismic surveys. Total cost for the Phase I program
is estimated at $400,000.





Phase II





The
recommended Phase II program is largely a winter drilling program because of
access issues. A suite of ground geophysics would delineate drill targets.
Drilling would then be conducted on defined targets within 152.4 m (500 ft) of
surface. Where possible, surface access would be gained by using pre-existing
winter roads. Operations would likely be based out of one of Zama City’s open
camps. Special care would be required in areas of shallow natural gas. The
special care procedures would not be cost prohibitive but include extra training
of crews, spark arrestor on diesel engines and gas deflector on casings. The
drilling component of the Phase II program budget is contingent on the
delineation of suitable drill targets. A phase II budget of $1,000,000 is
recommended.




8
 Table of Contents





Exploration
Budget




Phase
      IWell
      Log Data Compilation
                                    $
                                    25,000Heavy
      Mineral Sampling
                                    $
                                    25,000Laboratory
      & Isotopic Analysis
                                    $
                                    35,000Ground
      Geophysics (IP, EM and Mag)
                                    $
                                    265,000Project
      Management and Reporting
                                    $
                                    50,000Phase
      I Total
                                    $
                                    400,000
                                    
                                    $
                                    400,000Phase
      IIGround
      Geophysics (IP, EM and Mag)
                                    $
                                    200,000Diamond
      Drilling (3000 m.)
                                    $
                                    750,000Project
      Management and Reporting
                                    $
                                    50,000Sub-total=
                                    $
                                    1,000,000
                                    
                                    $
                                    1,000,000Project
      Total=
                                    $
                                    1,400,000





Quebec
Properties





We have
also acquired a 100% interest in two large sets of mineral claims in the
province of Quebec, Canada. We have not yet commissioned geological or technical
reports on these properties and can give no data or other assurances regarding
their value or exploration potential at this time. We plan to obtain independent
reports regarding these properties in the near future. The following is a brief
description of the Quebec properties our plans for conducting initial surveying
and sampling on these claims:





Temiscamingue
property





The
Temiscamingue property is located approximately 40 kilometers east of the town
of Ville Marie and 100 kilometers south of Rouyn Noranda, halfway between the
Elliott Lake Uranium camp in Ontario and the Abitibi Gold Belt, within the
Grenville Province Front. The project is accessible via logging roads.
Government regional stream sediment survey have identified many anomalies in the
area. Property is strategically located between the claims of Superior Diamonds
(adjacent to the north) where new kimberlites have recently been discovered and
the property of Aurizon Mines (adjacent to the south) which has reported as much
as 100 grams of gold per ton during till sampling with the objective of
identifying the gold dispersion trains previously outlined. Ivany Mining has
acquired a 100% undivided interest of 24928.68 acres in this mineral rich
Temiscamingue region.




9
 Table of Contents





Regional
Geology





The
Superior Province is the largest Archean craton in the world, half of which is
located in Québec. This craton is a highly prospective region for kimberlite
exploration, meeting all four criteria for hosting economic grades of
diamond-bearing kimberlite: 1) the presence of an Archean craton; 2) the
refractive, relatively cool and low-density peridotitic root of the craton has
been insulated against reheating and excessive tectonic reworking; 3) the
presence of major tectonic structures; and 4) association of diamonds with other
intrusive rocks. Four kimberlite fields have been identified in Québec, the
Temiscamingue Field being one of these.





Local
Geology





The
Property over thrusts 2 geological structural provinces, intruded by
granite-granodiorite-mafic and ultramafic rocks all faulted and sheared. Fault
sets and lineaments intersect the Structural Thrust Front. It is on the
Central-median ridge of the “Temiscamingue Lake Rift” and on the strike of many
Diamond Kimberlite occurrences.





Stream
sediment geochemistry points to strong anomalies for Nickel, Uranium, and Rare
Earths Elements along with good gold potential and many circular shape magnetic
anomalies to be tested for their Kimberlitic potential.





Mont Laurier
properties





Ivany
Mining owns a 100% interest in a large group of claims situated in the area of
Mont Laurier, Quebec, the property is located less than 200 kilometers northwest
of Montreal and is easily accessible by both paved and gravel roads. The Mont
Laurier properties were acquired after Nova Uranium and Strateco Resources made
several discoveries in the area. Ivany Mining has claims adjacent to Strateco
and Nova uranium in a North/South trend. Previous exploration in the area has
resulted in many uranium showings including a grab sample showing a result of
over 70lbs/ton of U308. Also, there are estimations of sizeable U308 reserves in
the area, but theses reserves are pre NI-43 101 therefore not compliant. With
the price of U308 recently climbing to $136 per pound, there has been renewed
interesting the area. The close proximity to a major metropolitan city makes
this project very attractive as exploration and mining costs are sharply reduced
as compared to projects in remote areas.





Regional
Mineralization





The Mont
Laurier Uranium Exploration Camp area is one of many radioactive districts
scattered throughout the Grenville Structure Province. Many of the Grenville
radioactive occurrences (chiefly related to intrusives of granitic composition)
are found in the southwestern extent of the structural province, extending from
southwest Quebec into eastern Ontario.




10
 Table of Contents





Local
Mineralization





The
Property hosts at least 21 historical uranium showings, where syngenetic uranium
mineralization is found in metamorphic pegmatites and granites. Some of these
major mineral showings are comprised of a collection of smaller individual
uranium occurrences.





As a
general rule, syngenetic uranium deposits form as the result of high temperature
igneous and/or metamorphic differentiation caused by the exclusion of uranium
(and other radioactive elements) from the crystal structure of most rock-forming
minerals. This type of uranium deposit is confined to high-grade metamorphic
terrains, typically occurring within Achaean to early Proterozoic aged basement
granite gneiss complexes. Deposits are normally associated with major regional
scale structural faults and/or structures related to the emplacement of
deep-seated alkaline intrusive bodies. Host rock lithologies are generally
granitic in composition, occurring as intricate dyke-sill complexes, varying in
texture from aplitic to pegmatitic. Ore minerals typically include finely
disseminated crystals of uraninite, uranothorite and allanite, with less common
secondary minerals like, uranophane or pitchblende.





Competition





The
mineral exploration industry, in general, is intensely competitive and even if
commercial quantities of reserves are discovered, a ready market may not exist
for the sale of the reserves.





Most
companies operating in this industry are more established and have greater
resources to engage in the production of mineral claims. We have only recently
acquired or entered into agreements to acquire our mineral claims and our
operations are not well-established. Our resources at the present time are
limited. We may exhaust all of our resources and be unable to complete full
exploration of the Zama Lake mineral claims or our other properties. There is
also significant competition to retain qualified personnel to assist in
conducting mineral exploration activities. If a commercially viable deposit is
found to exist and we are unable to retain additional qualified personnel, we
may be unable to enter into production and achieve profitable operations. These
factors set forth above could inhibit our ability to compete with other
companies in the industry and entered into production of the mineral claim if a
commercial viable deposit is found to exist.





Numerous
factors beyond our control may affect the marketability of any substances
discovered. These factors include market fluctuations, the proximity and
capacity of natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting of minerals and environmental
protection. The exact effect of these factors cannot be accurately predicted,
but the combination of these factors may result our not receiving an adequate
return on invested capital.




11
 Table of Contents





Plan
of Operations





Our
immediate business plan is to proceed with the exploration of the Zama Lake
mineral claims to determine whether there are commercially exploitable reserves
of lead, zinc or other metals. We have commenced our initial exploration program
as recommended by our consulting geologist and as required by the Agreement
under which we have acquired the property.   Most recently, we
have completed an airborne survey of four townships within the
property.  We are currently analyzing the results of this survey for
the purpose of identifying target areas for follow-up exploration. The costs
incurred to date have satisfied the 2008 exploration expenditure obligations
imposed by the Agreement under which we acquired the property.  The
complete recommended geological program for the Zama Lake mineral claims will
cost a total of approximately $1,400,000.





Our plan
of operations for the current fiscal year is to continue the recommended
exploration program on the Zama Lake property.   In order to
continue operating and to go forward with our planned exploration programs,
however, we will need to raise additional capital. We anticipate that additional
funding will be required in the form of equity financing from the sale of our
common stock. We cannot provide investors with any assurance, however, that we
will be able to raise sufficient funding from the sale of our common stock to
fund all of our anticipated expenses. We believe that outside debt financing
will not be an alternative for funding exploration programs. The risky nature of
this enterprise and lack of tangible assets other than our mineral claims places
debt financing beyond the credit-worthiness required by most banks or typical
investors of corporate debt until such time as economically viable mines can be
demonstrated.





We do not
have plans to purchase any significant equipment or change the number of our
employees during the next twelve months.





Results
of Operations for the three and six months ended December 31, 2008 and
2007





We have
not earned any revenues since the inception of our current business
operations.  We are presently in the exploration stage of our business
and we can provide no assurance that we will discover commercially exploitable
levels of mineral resources on our mineral properties, or if such resources are
discovered, that we will enter into commercial production.





We
incurred operating expenses in the amount of $178,815 for the three months ended
December 31, 2008 and in the amount of $136,768 for the three months ended
December 31, 2007. We incurred operating expenses in the amount of $583,002 for
the six months ended December 31, 2008 and in the amount of $193,673 for the six
months ended December 30, 2007. We have incurred total operating expenses of
$2,302,311 from the inception of our current operations through December 31,
2008.  We incurred no operating expenses from discontinued operations
in the three and six months ended December 31, 2008 and in the three and six
months ended December 31, 2007.  Since our inception, we have incurred
total operating expenses from discontinued operations in the amount of
$6,397,904.





We
incurred a net loss in the amount of $178,815 for the three months ended
December 31, 2008, compared to a net loss of $134,846 for the three months ended
December 31, 2007. We incurred a net loss in the amount of $583,002 for the six
months ended December 31, 2008, compared to a net loss of $193,673 for the six
months ended December 31, 2007.  Since the inception of our current
operations through December 31, 2008, we have incurred a total net loss of
$2,301,620. Our losses are attributable to operating expenses together with a
lack of any revenues.  We anticipate our operating expenses will
increase as we continue with our plan of operations.  The increase
will be attributable to continuing with the geological exploration programs for
our several mineral claims.




12
 Table of Contents





Liquidity
and Capital Resources





As of
December 31, 2008, we had current assets in the amount of $129, consisting
entirely of cash. Our current liabilities as of December 31, 2008, were $81934.
Thus, we had a working capital deficit of $81,805 as of December 31,
2008.





We have
not attained profitable operations and are dependent upon obtaining financing to
pursue significant exploration activities. We do not anticipate earning revenues
until such time that we exercise our option entered into commercial production
of our mineral properties. We are presently in the exploration stage of our
business and we can provide no assurance that we will discover commercially
exploitable levels of mineral resources our mineral properties, or if such
resources are discovered, that we will enter into commercial
production.





We have
incurred cumulative net losses of $2,301,620 since inception of our current
operations and require capital for our contemplated operational and marketing
activities to take place. Currently, a lack of cash has forced us to place our
exploration activities at the Zama Lake property on temporary hiatus. We are
currently attempting to raise additional funds for the purpose of continuing our
plan of exploration at Zama Lake through the sale of one or more other mineral
properties and through a private offering of common stock.  Our
ability to raise additional capital through issuances of common stock or other
means, however, is unknown.  We can provide no assurance that our
efforts to raise additional funds will be successful.





The
obtainment of additional financing, the successful development of our
contemplated plan of operations, and our transition, ultimately, to the
attainment of profitable operations are necessary for us to continue
operations.   For these reasons, our auditors stated in their
report that they have substantial doubt we will be able to continue as a going
concern.





Off
Balance Sheet Arrangements





As of
December 31, 2008, there were no off balance sheet arrangements.





Going
Concern




We have
not attained profitable operations and are dependent upon obtaining financing to
pursue exploration activities. For these reasons our auditors stated in their
report that they have substantial doubt we will be able to continue as a going
concern.





Our
ability to continue as a going concern is dependent our generating cash from the
sale of our common stock and/or obtaining debt financing and attaining future
profitable operations. Management’s plans include selling our equity securities
and obtaining debt financing to fund our capital requirements and ongoing
operations; however, there is no assurance we will be successful in these
efforts.




13
 Table of Contents





Critical
Accounting Policies





In
December 2001, the SEC requested that all registrants list their most “critical
accounting polices” in the Management Discussion and Analysis. The SEC indicated
that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires
management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain. Currently, we do not believe that any accounting policies fit this
definition.





Recently Issued Accounting
Pronouncements





In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of  premium
revenue and claims liabilities. This statement also requires expanded
disclosures about financial guarantee insurance contracts. SFAS No. 163 is
effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”.SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.





Item3.     Quantitative and Qualitative
Disclosures About Market Risk





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




14
 Table of Contents





Item4T.     Controls and
Procedures





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of December 31, 2008.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer, Mr. Derek Ivany, and our Chief Financial Officer, Mr. Victor
Cantore.  Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that, as of December 31, 2008, our disclosure
controls and procedures are effective.  There have been no changes in
our internal controls over financial reporting during the quarter ended December
31, 2008.





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





Limitations on the
Effectiveness of Internal Controls





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




15
 Table of Contents





PART
II – OTHER INFORMATION





Item1.     Legal Proceedings





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





Item1A:  Risk Factors





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





Item2.     Unregistered Sales of Equity
Securities and Use of Proceeds





None





Item3.     Defaults upon Senior
Securities





None





Item4.     Submission of Matters to a Vote
of Security Holders





No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended December
31, 2008.





Item 5.     Other Information





None





Item6.      Exhibits





ExhibitNumber
                        Description
      of Exhibit3.1
                        Articles
      of Incorporation, as amended (1)3.2
                        Bylaws,
      as amended (2)31.1
                        Certification of Chief Executive Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
                        Certification of Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
                        Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002





1
            Incorporated
      by reference to Annual Report on Form 10-KSB for the period ended June 30,
      2002 filed on December 19, 2002.


2
            Incorporated
      by reference to the Registration Statement on Form 10 filed December 28,
      1999.





16
 Table of Contents




SIGNATURES





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





Ivany
      Mining Inc.Date:
            February
      20, 2009By:       /s/ Derek
      Ivany
              Derek
      Ivany
              Title:Chief
      Executive Officer and
Director