Corecomm Solutions Inc (VAZGF) SEC Annual Report (10-K) for 2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Commission File Number 000-54800

CORECOMM SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

810-789 West Pender St., Vancouver, BC V6C 1H2

(Address of principal executive offices)

Registrant's telephone number, including area code: (604) 424-4180

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

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, without par value

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [   ] .

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

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.  $370,749.58 based on a price of $0.075, which was the last price at which our common equity was last sold as of April 30, 2013.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.  The number of shares of the registrant's common stock, without par value, outstanding as of January 24, 2014 was 7,216,661.

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TABLE OF CONTENTS

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NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains "forward-looking statements".  These forward-looking statements are based on our current expectations, assumptions, estimates and projections about our business and our industry.  Words such as "believe," "anticipate," "expect," "intend," "plan," "may," and other similar expressions identify forward-looking statements.  In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements.  Factors that might cause such a difference include, but are not limited to, those discussed in the sections of this Annual Report titled "Risk Factors", "Business " and " Management ' s Discussion and Analysis of Financial Condition and Results of Operations " , as well as the following:

·

general economic conditions, because they may affect our ability to raise money

·

our ability to raise enough money to continue our operations

·

changes in regulatory requirements that adversely affect our business

·

other uncertainties, all of which are difficult to predict and many of which are beyond our control

You are cautioned not to place undue reliance on these forward-looking statements, which relate only to events as of the date on which the statements are made.  Except as required by applicable securities laws, we undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this Annual Report.  You should refer to and carefully review the information in future documents we file with the Securities and Exchange Commission.

ITEM 1: BUSINESS

General

We were incorporated on August 4, 2010 under the laws of the State of Nevada under the name "SOS Link Corporation".  On April 15, 2011, we changed our place of incorporation from the State of Nevada to the Province of British Columbia, Canada and concurrently changed our name to "Venza Gold Corp.".  The change from Nevada to British Columbia was approved by our shareholders on April 14, 2011.  On January 6, 2014, we changed our name to "CoreComm Solutions Inc." to reflect our current business.

We are a development stage company engaged in marketing and commercializing correlation technology ("Correlation Technology") to the education industry.  On December 2, 2013, we entered into a license agreement (the "MSI License Agreement") with Make Sence, Inc. ("MSI") whereby MSI granted us a license to commercialize its Correlation Technology platform in the worldwide Kindergarten to Grade 12 ("K-12") education market.  As a result of licensing the Correlation Technology, we plan to launch our " edForm " and " edForma " portals which will utilize the Technology to serve the search requirements of English and Spanish users.  See "Item 1: Business - Recent Corporate Developments - MSI License Agreement" and "Item 1: Business - Business of CoreComm Solutions Inc."

In addition, we hold a 100% interest in the OS Gold Claim, located in vicinity of Osoyoos, British Columbia, Canada.  As a result of our entry into the MSI License Agreement, we have suspended operations on the OS Gold Claim.

To date, we have not earned any revenues from our educational Correlation Technology platform business or our mineral exploration activities.  We are presently in the development stage of our business and we can provide no assurance that the web portals we are developing based on the Correlation Technology will provide sufficient funds to keep us operational.

Recent corporate developments

The following significant corporate developments occurred since our last fiscal quarter ended July 31, 2013:

1.

MSI License Agreement .  On December 2, 2013, we entered into the MSI License Agreement with MSI pursuant to which MSI granted us a license to commercialize its Correlation Technology platform in the worldwide K-12 education market.  As a result of licensing the Correlation Technology, we are planning to launch edForm and edForma portals which will utilize the Correlation Technology to serve the search requirements of English and Spanish education users.

In consideration of the license, we agreed to make cash payments totaling $500,000 (the "License Fee") and issue a total of 2,857,142 common shares of our common stock (which shares have not yet been issued).  The License Fee is to be paid according to the following payment schedule:

(a)

$100,000 on or before April 1, 2014;

(b)

$200,000 on or before August 1, 2014; and

(c)

$200,000 on or before January 1, 2015.

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In addition, if while using the Correlation Technology, the number of daily queries we receive exceeds 125,000, we will be required to pay a gross revenue share to MSI of 45% for each additional query.

The initial term of the MSI License Agreement is 50 years.  We also retain the right to terminate the MSI License Agreement at any time if we are unsuccessful in raising minimum financing of $500,000.

2.

Financing .  On December 2, 2013, concurrent with signing of the MSI License Agreement, we announced an offering of up to 5,000,000 shares of our common stock, at a price of $0.10 per share, in separate concurrent private placement offerings.

Foreign Offering

We are planning to issue up to 4,000,000 shares of our common stock pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the "Securities Act"). The offering will be made to persons who are not residents of the United States and are otherwise not "U.S. Persons" as that term is defined in Rule 902(k) of Regulation S of the Securities Act.

As of the date of this report, we have closed the first tranche of this offering and issued 300,000 shares of our common stock at $0.10 per share for gross proceeds of $30,000.  We paid a finder, who was not a US Person, a finder's fee totaling $3,000 in connection with this issuance.

US Offering

We are also planning to issue up to 1,000,000 shares of our common stock pursuant to the provisions of Rule 506(b) of Regulation D of the Securities Act. The US Offering will be made to persons who are "accredited investors" as that term is defined under Regulation D of the Securities Act.  As of the date of this report, we have not completed any sales of securities under the US Offering.

3.

New Directors and Officers .  On December 2, 2013, Gerald Diakow resigned as our Chief Executive Officer, Chief Financial Officer and President.  Mr. Diakow continues to be the member of our board of directors.

To fill the vacancies created by Mr. Diakow's resignation, we appointed Patrick Fitzsimmons as Chief Executive Officer and President and James Hyland as Chief Financial Officer on December 2, 2013.  Also on the same day, Mr. Fitzsimmons was appointed as our director to fill the vacancy created when Ralph Biggar resigned as a director of the Company on July 26, 2013.

4.

Change of Name and Ticker Symbol .  On January 6, 2014, we changed our name to CoreComm Solutions Inc. (the "Name Change").  To effect the Name Change, we filed a Notice of Alteration with the British Columbia Registrar of Companies.  Other than the Name Change, no other changes were made to our Notice of Articles.

On January 8, 2014, our common shares commenced trading on the OTC Markets under the new ticker symbol "COCMF".

Business of CoreComm

We are engaged in marketing and commercializing the licensed Correlation Technology in the worldwide K-12 education market.  Currently, we are focused on developing our edForm (English) and edForma (Spanish) web portals.  These portals will serve the complex research requirements of the English and Spanish education users.

edForm and edForma Portals

The edForm and edForma portals (the " edForm portals") are educational search engines for K-12 students.  Users of edForm portals enter educational research queries into the portal to identify documents, websites and other information which would most valuably contribute to their query.  

By utilizing the Correlation Technology platform to develop our edForm portals, we believe that our users will obtain the most relevant results to their search requests.  Unlike existing search engines, relevancy in the edForm portals applies not to individual results in isolation, but instead to the answer space of correlations that includes all the terms, phrases and concepts encountered in constructing the correlations in response to the query.

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Advertising

We are planning to monetize our edForm portals through securing contracts with various advertisers for strategic ad placements.  Students enter queries to the edForm portals, and while processing the request the user will be served a short video ad prior to receiving the results. The ads presented to students in the K-12 market would mainly consist of web video and click through ads.  Advertisers focusing on the student demographic segment, including sports, technology, clothing, and automobiles to name a few, are assured their message is viewed by the user.  CoreComm will be attending Internet advertising venues and trade shows, as well making direct contacts with advertising buyers and agencies.  As we are still developing our edForm portals, we have not yet secured any contracts with advertisers.

Market, Customers and Marketing Strategy

The education user market is highly focused, which presents a major new opportunity to search advertisers. There are 51 million students in the USA, of which the potential market for edForm is about 20 million US students in grade 6 through 12.  The worldwide market, outside the USA, for English speaking students in a comparable economic demographic as the USA students is 30 million, not including China.  There are approximately 26 million Latin American K-12 student users for edForma .  The combined English and Spanish market for the edForm and edForma education portals is over 70 million users.

CoreComm will drive market awareness of our portals through direct advertising campaigns on social media such as Facebook, Twitter and other platforms that are used heavily by students.  Banner ads will be used on the major search engines that students visit now for their research. Ads will be placed on student association portals and other similar venues.

Competition

We are a development stage company involved in marketing and commercializing licensed Correlation Technology to English and Spanish educational markets. We have many competitors in different industries as well as geographical locations. Some of our competitors include, but are not limited to, general purpose search engines, vertical search engines and e-commerce sites as well as social networking sites, traditional media companies, and providers of online products and services. Sweet Search, Infotopia, Google Scholar, Study Navigator, and ISeek are just a few of many providers that state they specialize in educational content.  Our current and potential competitors range from large and established companies, such as Google, Bing, Yahoo, YouTube and Facebook, to emerging start-ups. This competition could adversely impact our ability to finance further development.

Government Regulations

We are subject to a number of United States federal, state and foreign laws and regulations that affect companies conducting business on the Internet, many of which are still evolving and being tested in courts, and could be interpreted in ways that could harm our business. These may involve user privacy, libel, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation and online payment services.  In particular, we are subject to United States federal, state and foreign laws regarding privacy and protection of user data. Foreign data protection, privacy, and other laws and regulations are often more restrictive than those in the United States. United States federal, state and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations is often uncertain, particularly in the new and rapidly-evolving industry in which we operate.

In addition, we plan to monetize our business through advertising and marketing activities that are subject to United States federal and state consumer protection laws that regulate unfair and deceptive practices, domestically and internationally. The United States and European Union have begun to adopt legislation that regulates certain aspects of the Internet, including online editorial and user-generated content, user privacy, behavioral targeting and online advertising, taxation, and liability for third-party activities.

United States federal, state and foreign governments are also considering alternative legislative and regulatory proposals that would increase regulation on Internet advertising.  It is impossible to predict whether new taxes or regulations will be imposed on our future services, and whether or how we might be affected. Increased regulation of the Internet could increase the cost of doing business or otherwise materially adversely affect our business, financial condition or operational results.

Seasonality

Once we have rolled out our edForm portals, we anticipate that our business would be seasonally based on the K-12 school year.  As a result, we anticipate that the use of the edForm portals would substantially decrease in the months of July and August.

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Research and Development

As of the financial year end covered by this report, we have not incurred any research and development expenditures. However, we expect substantial investment into research and development of our web portals based on Correlation Technology platform licensed to us.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademarks.

Dependence on major customers

As of the date of this report we have no customers.

Employees

We have no employees other than our executive officers. Most of our computer programmers, web designers and marketing specialists are retained under short-term contracts as and when we require the services.

Jumpstart Our Business Startups Act

Overview

In April 2012, the Jumpstart Our Business Startups Act ("JOBS Act") was enacted into law. The JOBS Act provides, among other things:

·

Exemptions for " emerging growth companies " from certain financial disclosure and governance requirements

·

Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934 (the " Exchange Act " ), as amended;

·

Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings;

·

Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and

·

Exemption from registration by a non-reporting company of offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and exemption of such sales from state law registration, documentation or offering requirements.

Application to Our Company

In general, under the JOBS Act a company is an "emerging growth company" if its initial public offering ("IPO") of common equity securities was effected after December 8, 2011 and such company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an "emerging growth company" after the earliest of:

(a)

the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more;

(b)

the completion of the fiscal year of the fifth anniversary of the company's IPO;

(c)

the company's issuance of more than $1 billion in nonconvertible debt in the prior three-year period; or

(d)

the company becoming a "larger accelerated filer" as defined under the Exchange Act, as amended.

Exemptions Available

The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.

Financial Disclosure . The financial disclosure in a registration statement filed by an "emerging growth company" pursuant to the Securities Act, will differ from registration statements filed by other companies as follows:

(a)

audited financial statements required for only two fiscal years;

(b)

selected financial data required for only the fiscal years that were audited;

(c)

executive compensation only needs to be presented in the limited format now required for "smaller reporting companies".

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As we are a "smaller reporting company", we are already provided with the above exemptions under Regulation S-K.

The JOBS Act also exempts our independent registered public accounting firm from having to comply with any rules adopted by the Public Company Accounting Oversight Board ("PCAOB") after the date of the JOBS Act's enactment, except as otherwise required by SEC rule.

The JOBS Act further exempts an "emerging growth company" from any requirement adopted by the PCAOB for mandatory rotation of our accounting firm or for a supplemental auditor report about the audit.

Internal Control Attestation . The JOBS Act also provides an exemption from the requirement of the Company's independent registered public accounting firm to file a report on the Company's internal control over financial reporting, although management of the Company is still required to file its report on the adequacy of the Company's internal control over financial reporting.

Section 102(a) of the JOBS Act exempts "emerging growth companies" from the requirements in Sections 14A(a) and (b) of the Exchange Act for companies with a class of securities registered under the Exchange Act, to hold shareholder votes for executive compensation and golden parachutes.

Other Items of the JOBS Act . The JOBS Act also provides that an "emerging growth company" can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The JOBS Act also permits research reports by a broker or dealer about an "emerging growth company" regardless of whether such report provides sufficient information for an investment decision. In addition the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the "emerging growth company's" IPOs.

Section 106 of the JOBS Act permits "emerging growth companies" to submit registration statements under the Securities Act, as amended, on a confidential basis provided that the registration statement and all amendments thereto are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow "emerging growth companies" to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a roadshow.

Election to Opt Out of Transition Period . Section 102(b)(1) of the JOBS Act exempts "emerging growth companies" from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act, as amended, registration statement declared effective or do not have a class of securities registered under the Exchange Act, as amended) are required to comply with the new or revised financial accounting standard.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of the transition period.

ITEM 1A: RISK FACTORS

IN ADDITION TO THE FACTORS DISCUSSED ELSEWHERE IN THIS ANNUAL REPORT, THE FOLLOWING RISKS AND UNCERTAINTIES COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL ALSO MAY IMPAIR OUR BUSINESS OPERATIONS AND FINANCIAL CONDITION.

We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease our operations and if we do not obtain sufficient financing, our business will fail.

We were incorporated on August 4, 2010 and have been involved primarily in the acquisition and exploration of the mineral properties.  On December 2, 2013 we entered into a license agreement to market the Correlation Technology to English and Spanish education users, which resulted in the change of our business direction.

Our ability to achieve and maintain profitability and positive cash flow is dependent upon: (i) our ability to secure advertising contracts for our web portals, (ii) generate traffic to our web portals, and (iii) our ability to generate revenues.

For the next twelve months, management anticipates that the minimum cash requirements to fund our marketing and development programs and to support our continued operations will be approximately $1,605,000. Accordingly, we don't have sufficient funds to meet our planned expenditures over the next twelve months and we will be required to raise additional financing.

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Although our board of directors have approved offerings of up to $400,000 under Regulation S and $100,000 under Regulation D, there is no assurance that we will complete the sale of all securities offered under these concurrent offerings.  Obtaining financing would be subject to a number of factors, including the market recognition of  the necessity of the type of web search services we provide, and our ability to secure long-term contracts.  These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.   We have not attained profitable operations and are continuously dependent upon obtaining financing to pursue our plan of operation.

Because we are a development stage company, our business has a high risk of failure.

We are a development stage company that has incurred net losses since inception, we have not attained profitable operations and we are dependent upon obtaining adequate financing to carry out our business activities.  The success of our business operations will depend upon our ability to obtain further financing to complete our planned development and marketing programs and to attain profitable operations. Development stage companies encounter difficulties in generating revenue from internet advertising and there is a high risk of failure of these companies.  If we are not able to complete a successful development and marketing programs and attain sustainable profitable operations, then our business will fail.

Our auditors have expressed substantial doubt about our ability to continue as a going concern; as a result we could have difficulty finding additional financing.

Our financial statements have been prepared assuming that we will continue as a going concern.   Except for the interest revenue, we have not generated any revenue from our main operations since inception and have accumulated losses.  As a result, our auditors have expressed substantial doubt about our ability to continue as a going concern.  Our ability to continue our operations depends on our ability to complete equity or debt financings or generate profitable operations.  Such financings may not be available or may not be available on reasonable terms.  Our financial statements do not include any adjustments that could result from the outcome of this uncertainty.

We face intense competition.

Our business is evolving and intensely competitive, and is subject to changing technology, shifting user needs, and frequent introductions of new products and services.

We have many competitors in different industries, including general purpose search engines, vertical search engines and e-commerce sites, social networking sites, traditional media companies, and providers of online products and services.

Our current and potential competitors range from large and established companies to emerging start-ups. Established companies have longer operating histories and more established relationships with customers and users, and they can use their experience and resources against us in a variety of competitive ways, including acquisitions, investing aggressively in research and development, and competing aggressively for advertisers and websites.

If our competitors are more successful than we are in developing compelling products or in attracting and retaining users, advertisers, and content providers, our potential for generating revenues and growth rates could decline.

If we do not continue to innovate and provide products and services that are useful to users, we may not remain competitive, and our revenues and operating results could suffer.

Our success depends on providing products and services that make using the internet a more useful and enjoyable experience for our users. Our competitors are constantly developing innovations in web search, online advertising, and web-based products and services. As a result, we will be required to continuously invest significant resources in research and development in order to enhance our web portals, and introduce new products and services. In addition, these new products and services may present new and difficult technology challenges, and we may be subject to claims if users of these offerings experience service disruptions or failures or other quality issues. Our operating results would also suffer if our innovations are not responsive to the needs of our users, advertisers, and other network members; are not appropriately timed with market opportunities, or are not effectively brought to market. As search technology continues to develop, our competitors may be able to offer search results that are, or that are seen to be, substantially similar to or better than ours. This may force us to compete in different ways and expend significant resources in order to remain competitive.

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Our potential investment in new business strategies and new products, services, and technologies is inherently risky, and could disrupt our ongoing businesses.

Being a development stage company in an online marketing and advertising industry, we may invest significant resources in new business strategies, new products, services, and technologies. Such endeavors may involve significant risks and uncertainties, including, but notCore limited to, distraction of management from current operations, insufficient revenues to offset liabilities assumed and expenses associated with these new investments, inadequate return of capital on our investments, and unidentified issues not discovered in our due diligence of such strategies and offerings. Because these new ventures are inherently risky, no assurance can be given that such strategies and offerings will be successful and will not materially adversely affect our reputation, financial condition and operating results.

We plan to derive substantially all of our revenue from advertising and any significant reduction in spending by advertisers could harm our business.

Our plan is to derive substantially all of our revenue from advertising.  Most advertisers can generally terminate their contracts on very short notice. Generally, advertisers will not continue to do business if their investment in such advertising does not generate sales leads, customers, bookings, or revenue and profit on a cost-effective basis, or if we do not deliver advertisements in an appropriate and effective manner. If we are unable to remain competitive and provide value to our advertisers, they will likely stop placing ads on our websites, which would harm our revenues and business.

Expenditures by advertisers also tend to be cyclical, subject to variation based on budgetary constraints, project cancellation or delay, and to reflect overall economic conditions and buying patterns. If we are unable to generate advertising revenue due to factors outside of our control, our business and financial performance would be adversely affected.

Our success depends upon the acceptance, and successful measurement, of online advertising as an alternative to offline advertising.

We believe that a significant discrepancy exists between the percentage of the advertising market allocated to online advertising and the percentage of consumer time spent on online media consumption as opposed to offline advertising and media consumption. Long-term growth of our business will depend heavily on this distinction between online and offline advertising narrowing or being eliminated, which may not happen in a manner or to the extent that we currently expect. We compete with traditional media for advertising dollars, in addition to websites with higher levels of traffic. If online advertising ceases to be an acceptable alternative to offline advertising, our business, financial condition and results of operations will be negatively impacted.

Because the online marketing industry is relatively new and rapidly evolving, it uses different methods than traditional media to gauge its effectiveness. Potential customers may have little or no experience using the Internet for advertising and marketing purposes and may allocate only limited portions of their advertising and marketing budgets to the Internet. The adoption of Internet advertising, particularly by those entities that have historically relied upon traditional media for advertising, requires the acceptance of a new way of conducting business, exchanging information and evaluating new advertising and marketing technologies and services. As a result, we will need to continually evaluate changes to aspects of our business model to keep pace with the expectations of users and advertisers, and these changes may not yield the benefits we expect. In particular, we are dependent on our clients' adoption of new metrics to measure the success of online marketing campaigns. We may also experience resistance from traditional advertising agencies who may be advising our clients. Any lack of growth in the market for various online advertising models could have an adverse effect on our business, financial condition and results of operations.

We may be subject to claims that we violated intellectual property rights of others, which claims are extremely costly to defend and could require us to pay significant damages and limit our ability to operate.

Companies in the Internet and technology industries, and other patent and trademark holders seeking to profit from royalties in connection with grants of licenses, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights.  We have entered into the MSI License Agreement whereby MSI has granted us a license to commercialize the Correlation Technology in the education market.  However, there may be intellectual property rights held by others, including patents, copyrighted works and/or trademarks, which cover significant aspects of the Correlation Technology and our technologies. Any intellectual property claim against us, regardless of merit, could be time consuming and expensive to settle or litigate and could divert management's attention and other resources. These claims also could subject us to significant liability for damages and could result in our having to stop using technology or content found to be in violation of another party's rights. We might be required or may opt to seek a license for rights to intellectual property held by others, which may not be available on commercially reasonable terms, or at all. Even if a license is available, we could be required to pay significant royalties, which would increase our operating expenses. We may also be required to develop alternative non-infringing technology, or content, which could require significant effort and expense and make us less competitive in the relevant market. Any of these results could harm our business and financial performance.

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We sometimes hold a significant portion of our cash in United States dollars, which could weaken our purchasing power in other currencies and limit our ability to conduct our exploration programs.

Currency fluctuations could affect the costs of our operations and affect our operating results and cash flows.   The appreciation of Canadian dollar against the U.S. dollar can increase the costs of our operations.

If we are unable to hire and retain key personnel, we may not be able to implement our business plan and our business will fail

Our success will largely depend on our ability to hire highly qualified personnel with experience in marketing, programming, data architecture and web design. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. Currently, we have not hired any key personnel. Our failure to hire key personnel when needed could have a significant negative effect on our business.

The recently enacted JOBS Act will allow us to postpone the date by which we must comply with certain laws and regulations and to reduce the amount of information provided in reports filed with the SEC. We cannot be certain if the reduced disclosure requirements applicable to "emerging growth companies" will make our common stock less attractive to investors.

We are and we will remain an "emerging growth company" until the earliest of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) the date on which we are deemed a "large accelerated filer" (with at least $700 million in public float) under the Exchange Act. For so long as we remain an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" as described in further detail in the risk factors below. We cannot predict if investors will find our common stock less attractive because we will rely on some or all of these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. If we avail ourselves of certain exemptions from various reporting requirements, as is currently our plan, our reduced disclosure may make it more difficult for investors and securities analysts to evaluate us and may result in less investor confidence.

Our election not to opt out of JOBS Act extended accounting transition period may not make its financial statements easily comparable to other companies.

Pursuant to the JOBS Act, as an "emerging growth company", we can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the Public Company Accounting Oversight Board (PCAOB) or the SEC. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, our company, as an "emerging growth company", can adopt the standard for the private company. This could make comparison of our financial statements with any other public company which is not either an "emerging growth company" nor an "emerging growth company" which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

The recently enacted JOBS Act will also allow our company to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.

The recently enacted JOBS Act is intended to reduce the regulatory burden on "emerging growth companies". We meet the definition of an "emerging growth company" and so long as it qualifies as an "emerging growth company," it will, among other things:

·

be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

·

be exempt from the "say on pay" provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute" provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;

·

be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act, as amended and instead provide a reduced level of disclosure concerning executive compensation; and

·

be exempt from any rules that may be adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor ' s report on the financial statements.

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Although we are still evaluating the JOBS Act, we currently intend to take advantage of all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an "emerging growth company". We have elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as it qualifies as an "emerging growth company", which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an "emerging growth company", we may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate us. As a result, investor confidence in our company and the market price of its common stock may be adversely affected.

Notwithstanding the above, we are also currently a "smaller reporting company", meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a "smaller reporting company", at such time we cease being an "emerging growth company", the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an "emerging growth company" or a "smaller reporting company".  Specifically, similar to "emerging growth companies", "smaller reporting companies" are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.  Decreased disclosures in our SEC filings due to our status as an "emerging growth company" or "smaller reporting company" may make it harder for investors to analyze the Company's results of operations and financial prospects.

Because our directors are not independent they can make and control corporate decisions that may be disadvantageous to other common shareholders.

Our shares of common stock are listed on OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements.  For the purpose of determining director independence, we have adopted the independence requirements of Canadian National Instrument 52-110 - Audit Committees ("NI 52-110") as we are an OTC reporting issuer in the province of British Columbia. NI 52-110 recommends that the Board of Directors of a public company be constituted with a majority of individuals who qualify as "independent" directors. An "independent" director is a director who has no direct or indirect material relationship with us. A material relationship is a relationship, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a director's independent judgment. Gerald Diakow is considered an independent director. As aside from shares held by him, he has no ongoing interest or relationship with us other than serving as a director. Patrick Fitzsimmons is not an independent director because of his position as CEO and President.

We do not expect to declare or pay dividends in the foreseeable future.

We have never paid cash dividends on our common stock and have no plans to do so in the foreseeable future. We intend to retain any earnings to develop, carry on, and expand our business.

"Penny stock" rules may make buying or selling our common stock difficult, and severely limit its marketability and liquidity.

Because our securities are considered a penny stock, shareholders will be more limited in their ability to sell their shares. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the trading price of our common shares is less than $5.00 per share, the common shares will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

1.

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

2.

contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

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3.

contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

4.

contains a toll-free telephone number for inquiries on disciplinary actions;

5.

defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

6.

contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such shares; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our shares.

ITEM 1B: UNRESOLVED STAFF COMMENTS

None.

ITEM 2: PROPERTIES

We currently do not own any real property.  Our executive office is located at 810-789 Pender Street West, Vancouver, British Columbia, V6C 1H2, and consists of approximately 25 square feet, which are provided to us free of charge.

ITEM 3:  LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings and, to the best of our knowledge, none of our property or assets are the subject of any pending legal proceedings.

ITEM 4:  MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information.

Our common stock commenced trading on OTC Bulletin Board under the symbol VZAGF on March 8, 2013. On January 8, 2014 we changed our name to CoreComm Solutions Inc. and our stock symbol changed to COCMF. Table 1 presents the range of high and low closing prices of our common stock for each quarter since March 8, 2013 as reported by Stockwatch.  The bid prices represent inter-dealer quotations, without adjustments for retail mark-ups, markdowns or commissions and may not necessarily represent actual transactions.

Table 1: High and low bids

Holders.

As of January 24, 2014, we had 58 shareholders of record. This number does not include an indeterminate number of shareholders whose shares are held by brokers in street name. Our transfer agent is Empire Stock Transfer, 1859 Whitney Mesa Dr. Henderson, Nevada, 89014 and their phone number is 702-818-5898.

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Dividend Policy

We have never declared, nor paid, any dividend since our incorporation and do not foresee paying any dividend in the near future since all available funds will be used to develop and market our business.  Any future payment of dividends will depend on our financing requirements and financial condition and other factors which the board of directors, in its sole discretion, may consider appropriate.

Under the Business Corporations Act, we are prohibited from declaring or paying dividends if there are reasonable grounds for believing that we are insolvent or the payment of dividends would render us insolvent.

Recent Sales of Unregistered Securities

On January 8, 2014, we issued 300,000 common shares to two investors at a price of $0.10 per share for total proceeds of $30,000.  We completed the offering pursuant to the provisions of Regulation S of the Securities Act.  We did not engage in a distribution of this offering in the United States. Each investor represented that they were not a US person as defined in Regulation S of the Securities Act, and that they were not acquiring our securities for the account or benefit of a US person.

ITEM 6:  SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Summary of financial condition

Table 2 summarizes and compares our financial condition at October 31, 2013 and 2012.

Table 2: Comparison of financial condition

Results of operations

YEARS ENDED OCTOBER 31, 2013 AND OCTOBER 31, 2012

Our operating results for the years ended October 31, 2013 and 2012 and the changes between them are summarized in Table 3.

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Table 3: Changes in operating results

Revenues

During the years ended October 31, 2013 and 2012 we did not generate any revenue and we do not anticipate generating revenue from business operations until such time as we secure contracts for our web portals. There can be no assurance that we will be successful in securing such contracts. We are presently a development stage company engaged in the development and marketing of our web portals based on correlation technology. We can provide no assurances that we will be able to generate enough funds from our operations to support our ongoing operations.

Operating expenses.

Our operating expenses decreased by $62,977, or 29%, from $214,501 for the year ended October 31, 2012 to $151,524 for the year ended October 31, 2013.

The most significant year-to-date changes were:

·

Our administrative expenses increased by $11,370 from $6,773 for the year ended October 31, 2012 to $18,143 for the year ended October 31, 2013. The increase was associated with elevated exploration activity on our mineral claims as well as due diligence we conducted on acquiring a license for our new correlation technology.

·

Our accounting fees decreased by $14,172, from $26,048 for the year ended October 31, 2012 to $11,876 for the year ended October 31, 2013. The higher accounting and audit costs during the year ended October 31, 2012 were associated mainly with preparation of our Registration Statement on Form S-1 that we filed on June 12, 2012 and which was declared effective on September 11, 2009.

·

Our management fees and consulting fees decreased by $39,268 and $7,710, respectively. These decreases resulted from the restructuring of our internal operations.

·

During the year ended October 31, 2013, we spent $14,220 on the exploration program on our OS Gold mineral claim an increase of $4,220 from the $10,000 we spent during the year ended October 31, 2012.

·

Due to increased expenses related to the preparation and filing of our Registration Statement on Form S-1, filed by us on June 12, 2012, our professional fees for the year ended October 31, 2012 were  $30,612 higher compared to the year ended October 31, 2013.

·

Due to expenses associated with listing of our common shares on the OTC Bulletin Board, our regulatory and filing fees for the year ended October 31, 2013 increased by  $11,717, from $12,214 for the year ended October 31, 2012 to $23,931 for the year ended October 31, 2013.

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Liquidity

GOING CONCERN

The audited financial statements included in this Annual Report have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. We have not generated any revenues from operations since inception, have never paid any dividends and are unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. Our continuation as a going concern depends upon the continued financial support of our shareholders, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. Our ability to achieve and maintain profitability and positive cash flow depends upon our ability to secure contracts for our Correlation Technology, generate revenue from advertising, and control our operating costs. Based upon our current plans, we expect to incur operating losses in future periods. At October 31, 2013, we had a working capital deficit of $67,227 and accumulated losses of $501,287 since inception. These factors raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to generate significant revenues in the future. Our audited financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern and therefore be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.

INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY

Working Capital

Cash Flows

During the year ended October 31, 2013, our working capital decreased by $148,924, from a working capital surplus of $81,697 for the year ended October 31, 2012 to a working capital deficit of $67,227 for the year ended October 31, 2013. The change from a working capital deficit to a working capital surplus was primarily related to (i) a decrease in cash to fund ongoing operations; and (ii) increases in accounts payable and accrued liabilities and amounts due to related parties.

Net cash used in operating activities. Our net cash used in operating activities decreased by $2,384, from $114,878 for the year ended October 31, 2012, to $112,494 for the year ended October 31, 2012.

Net cash used in investing activities. During the year ended October 31, 2013, we spent $297 on acquisition of additional mineral claims. During the year ended October 31, 2012, we did not spend any cash on acquisition of our mineral claims.

Net cash provided by financing activities. During the years ended October 31, 2013 and 2012 we did not have any cash generating financing activities.

Capital Resources

Our ability to continue the development of our services through Correlation Technology is subject to our ability to obtain the necessary funding.  We expect to raise funds through sales of our debt or equity securities. We have no committed sources of capital.  If we are unable to raise funds as and when we need them, we may be required to curtail, or even to cease, our operations.

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As of October 31, 2013, we had cash on hand of $4,266, which raises substantial doubt about our continuation as a going concern. We plan to mitigate our losses in future years by controlling our operating expenses and actively seeking advertising contracts for our new web portals. In addition, we are also seeking financing of up to $500,000 through the private placement offering which we announced on December 2, 2013. Despite our current contracts and proposed private placement offering, we cannot provide assurance that we will be successful in generating additional capital to support our development. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Contingencies and Commitments

We had no contingencies at October 31, 2013.  

In association with the license agreement dated December 2, 2013 with Make Sence Inc. we have the following commitments:

Table 4: License fee payments

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements and no non-consolidated, special-purpose entities.

Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies.  As an "emerging growth company," we may, under Section 7(a)(2)(B) of the Securities Act, delay adoption of new or revised accounting standards applicable to public companies until such standards would otherwise apply to private companies. We may take advantage of this extended transition period until the first to occur of the date that we (i) are no longer an "emerging growth company" or (ii) affirmatively and irrevocably opt out of this extended transition period. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an "emerging growth company" or affirmatively and irrevocably opt out of the exemption provided by Securities Act Section 7(a)(2)(B), upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.

Our significant accounting policies are disclosed in the notes to the audited financial statements for the year ended October 31, 2013, included in this Annual Report. The following accounting policies have been determined by our management to be the most important to the portrayal of our financial condition and results of operation:

Revenue Recognition

Revenue is recognized when pervasive evidence of an agreement exists, when it is received or when the income is determinable and collectability is reasonably assured.

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Foreign Currency Translation and Transaction

Our functional currency is the Canadian dollar and reporting currency is the United States dollar.  We translate assets and liabilities to US dollars using year-end exchange rates, translate unproved mineral properties using historical exchange rates, and translate revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in US dollars. We have not to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Fair Value of Financial Instruments

Our financial instruments include cash, accounts receivable, accounts payable and accrued liabilities. We believe the fair value of these financial instruments approximate their carrying values due to their short maturities.

Concentration of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and trade accounts receivable.

At October 31, 2013, we had approximately $4,266 in cash on deposit with a large chartered Canadian bank, of which $2,399 was insured. As part of our cash management process, we perform periodic evaluations of the relative credit standing of this financial institution. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.

Recent Accounting Standards and Pronouncements

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

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

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ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of CoreComm Solutions Inc. (formerly Venza Gold Corp.)

We have audited the accompanying balance sheets of CoreComm Solutions Inc. (formerly Venza Gold Corp.) (the "Company") as at October 31, 2013 and 2012 and the related statements of operations, stockholders' deficit and cash flows for the years then ended and the cumulative period from August 4, 2010 (inception) to October 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits, these financial statements present fairly, in all material respects, the financial position of the Company as at October 31, 2013 and October 31, 2012 and the results of its operations and its cash flows for the years then ended and the cumulative period from August 4, 2010 (inception) to October 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

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

"DMCL"

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

January 28, 2014

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