Gold Torrent, Inc. - FORM 10-K

Attached files

file	filename
EX-31.1 - Gold Torrent, Inc.	ex31-1.htm
EX-31.2 - Gold Torrent, Inc.	ex31-2.htm
EX-32.1 - Gold Torrent, Inc.	ex32-1.htm
EX-32.2 - Gold Torrent, Inc.	ex32-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended March 31, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number: 333-159300

GOLD TORRENT, INC.
(Exact name of registrant as specified in its charter)

Nevada		06-1791524
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

960 Broadway Avenue

Suite 530

Boise, Idaho 83707

(Address of principal executive offices, including zip code)

(208) 343-1413

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, Par Value $0.001

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 15(d) of the Exchange 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405of this chapter) is not contained herein, and will not be contained, to the best of the 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. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

As of June 26, 2015, the registrant’s outstanding common stock consisted of 7,265,002 shares.

Table of Contents

PART I
Item 1. Business		3
Item 1A. Risk Factors		4
Item 1B. Unresolved Staff Comments		4
Item 2. Properties		4
Item 3. Legal Proceedings		4
Item 4. Mine Safety Disclosures		4

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		5
Item 6. Selected Financial Data		6
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		6
Item 7A. Quantitative and Qualitative Disclosures about Market Risk		8
Item 8. Financial Statements and Supplementary Data		9
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure		10
Item 9A. Controls and Procedures		10
Item 9B. Other Information

PART III
Item 10. Directors, Executive Officers and Corporate Governance		11
Item 11. Executive Compensation		13
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		13
Item 13. Certain Relationships and Related Transactions, and Director Independence		14
Item 14. Principal Accountant Fees and Services		15

PART IV
Item 15. Exhibits, Financial Statement Schedules		16

PART 1

Item 1. Business

Forward Looking Statements

This annual report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our audited financial statements are expressed in US dollars and are prepared in accordance with generally accepted accounting principles in the United States of America. They reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of our interim financial information.

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report.

As used in this annual report, the terms “we”, “us” and “our” mean Gold Torrent Inc., unless otherwise indicate

Business Overview

GOLD TORRENT, INC. (the “Company”) was incorporated as a Nevada corporation on August 15, 2006 under the name “Celldonate Inc.” and we have no subsidiaries. Historically we were in the business of developing mobile monetization solutions and applications. On January 16, 2014, the Company changed its name to “Gold Torrent, Inc.” in order to better reflect the direction and business of the Company. On November 19, 2014, the Company entered into a Spin-off Agreement with a company controlled by a former shareholder to sell all intellectual property associated with the previous business of the Company, pursuant to which the Company was released from liabilities of $420,653.

Going forward, we plan to focus on acquiring ownership in late-stage exploration to development-stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America but may pursue other profitable business opportunities that are available to us. Our main focus will be on identifying solid resources, and then utilize funding to bring a distressed asset into production, while either securing equity ownership or rights of title in the form of royalties. We are targeting pre-production resource projects that are well understood, show strong financial projections and low capital intensity, where we can apply capital to take the projects into production within 12-36 months.

On July 28, 2014, the Company entered into a non-binding Letter of Intent (“LOI”) with a third party to negotiate and enter into a Joint Venture Agreement (“JV Agreement”) for the development of the gold property known as Willow Creek, Alaska. Accordingly, the Company has undertaken a due diligence investigation into the project, which was completed on September 26, 2014. On November 5, 2014, the Company signed an Exploration and Option to Enter Joint Venture Agreement for the Willow Creek project in Alaska (“Exploration and Option Agreement”) with Miranda U.S.A., Inc. (“Miranda”). The Exploration and Option Agreement provides the Company with the right to earn up to 70% interest in a joint venture with Miranda Gold Corp. by making certain expenditures over the next three years totaling US$10 million. The principal terms of the Exploration and Option Agreement provide that the Company can earn an initial 20% interest in the Willow Creek gold project by incurring an initial work commitment of $1,070,000 before November 5, 2015 in costs related to exploration and development of the project. The Company shall be the manager of the initial joint venture. The management committee during the initial earn–in period shall be comprised of one nominee from the Company and one nominee from Miranda

Upon completion of the initial work commitment, the Company can then either terminate the agreement or exercise an option to enter into a limited liability company (“JV”) with Miranda under the following terms:

	●	Miranda will assign the underlying twenty-year lease that includes 8700 acres of patented mining claims and State Claims on the Willow Creek project to the JV and Miranda will retain a 30% participating interest in the JV;

	●	The Company will sole fund the next US$8.93 million of expenditures on the JV to earn a 70% interest in the JV in two stages over the next two years; and

●

The Company shall be entitled to 90% of the cash flow from production at the Willow Creek project until it recovers its US$10 million initial capital investment, and 80% of the cash flow from production thereafter until it recovers any of its initial investment that exceeds $10 million, and thereafter shall be entitled to 70% of project cash flows. Miranda shall be entitled to 10%, 20% and 30%, respectively, of the Willow Creek cash flow.

The Company plans to complete initial engineering, resource, permitting, and economic studies during the initial earn-in period with a goal to bring the initial Coleman area gold resource into production as soon as possible. Expansion and exploration drilling is planned during construction and during commercial production and is expected to expand the initial known mineralization well beyond the current levels.

On January 15, 2015 the Company paid for a Lease Agreement between Miranda USA and Alaska Hardrock. The Purpose of this Lease is to afford Lessee the reasonable opportunity to enter onto certain patents and State of Alaska mining claims located in the State of Alaska.

Since our inception, we have incurred operational losses. We have also accumulated net losses since our inception and incurred a net loss for the most recent audited and interim periods. To finance our operations, we have received advances from related parties, loan payables and completed several rounds of financing, raising $213,738 through private placements of our common stock.

Disclosure Controls

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) designed to provide reasonable assurance the information required to be reported in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified and pursuant to Securities and Exchange Commission (“SEC”) rules and forms, including controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) during the fiscal year ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 1A. Risk Factors

Not required.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our executive office is located at 960 Broadway Avenue, Suite 530, Boise, Idaho 83707.

This office is currently provided to us free of charge by an officer and director. As of the date of this report, we had not entered into any lease agreement for this office, and we do not plan to recognize any rent expenses for it. We believe that this office is suitable for our current operations and we do not anticipate requiring any additional property in the foreseeable future.

Item 3. Legal Proceedings

We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

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

Market Information

Our common stock is quoted on the OTCQB under the trading symbol “CEAC”. Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be a market for our common stock in the future.

OTCQB securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCQB issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Our common stock became eligible for quotation on the OTC Bulletin Board on November 16, 2009. On July 23, 2012, our common stock was deleted from the OTC Bulletin Board and it is now quoted exclusively on the OTCQB. The following quotations reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

OTC Bulletin Board / OTCQB
Quarter Ended	High ($)		Low ($)
March 31, 2015		0.70		0.14
December 31, 2014		0.70		0.70
September 30, 2014		3.00		2.00
June 30, 2014		3.00		3.00
March 31, 2014		1.500		1.500
December 31, 2013		1.500		1.500
September 30, 2013		0.075		0.075
June 30, 2013		0.075		0.075

Holders

As of June 24, 2015, there were approximately 35 holders of record of our common stock. We do not believe that a significant number of beneficial owners hold their shares of our common stock in street name.

Dividends

On October 7, 2010, we approved a stock dividend of nine (9) authorized but unissued shares of our common stock on each one (1) issued and outstanding share of our common stock held by shareholders of record as of October 29, 2010. On the same day, we received approval from the Financial Industry Regulatory Authority to effect the dividend by way of a forward split effective as of November 1, 2010.

Other than as described above, as of the date of this report, we had not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock for the foreseeable future. We intend to retain earnings, if any, to finance the development and expansion of our business. Our future dividend policy will be subject to the discretion of our Board of Directors and will depend upon our future earnings, if any, our financial condition, our capital requirements, general business conditions and other factors.

Equity Compensation Plans

On July 30, 2014 stock options have been granted in conjunction with an Equity Incentive Plan (the “Plan”) for employees, directors and consultants, whereby a maximum aggregate number of common shares that may be issued under the Plan are 20,000,000 common shares. The term of the options is determined by the Board of Directors and cannot exceed 10 years. The exercise price of the stock options is determined by Board of Directors, but shall not be less than the fair market value of the common stock on the date of grant. Stock options granted under the Plan vest over varying periods at the discretion of the Board of Directors.

During the fiscal year ended March 31, 2015, the Company granted 175,000 options to officers and directors of the Company with the following vesting terms: 1/3 on date of grant, 1/3 six months from date of grant, and 1/3 one year from date of grant.

Past Sales of Unregistered Securities

On February 26, 2014, the Company entered into subscription agreements for the issuance of 28,000 shares of common stock at a purchase price of $1.25 per share for a total amount of $35,000 in cash.

On April 22, 2014, the Company entered into a Finder’s Fee agreement for the issuance of 25,000 common shares at an estimated fair value of $1.25 per share for a total amount of $31,250 as a retainer for services. The agreement continues for one year and will continue from year to year thereafter unless terminated by either party.

On January 9, 2015, the Company entered into a Consulting agreement for the issuance of 200,000 common shares at an estimated fair value of $0.10 per share for a total amount of $20,000 as a retainer for services. The agreement continues for two months and will continue from month to month thereafter unless terminated by either party.

On January 12, 2015, the Company entered into a Finance Term Fee agreement for the issuance of 100,000 common shares due upon financing term sheet or receipt of a minimum of $250,000. The agreement also calls for a reduction of monthly legal fees of $1,500 for 10,000 shares of common stock. No shares have been issued as at March 31, 2015. This agreement will continue from month to month thereafter unless terminated by either party.

On January 28, 2015, the Company entered into a subscription agreement for the issuance of 200,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $50,000 in cash.

On February 4, 2015, the Company entered into a subscription agreement for the issuance of 280,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $70,000 in cash.

On March 10, 2015, the Company entered into an accounts payable agreement, for the issuance of 150,000 common shares for a reduction of $30,000 in outstanding legal fees.

On June 5, 2015, the Company entered into a subscription agreement for the issuance of 1,000,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $250,000 in cash.

On June 17, 2015, the Company entered into a subscription agreement for the issuance of 800,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $200,000 in cash.

On July 7, 2015 the Company entered into a subscription agreement for the issuance of 368,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $92,000 in cash.

On July 8, 2015, the Company entered into a subscription agreement for the issuance of 655,600 shares of common stock at a purchase price of $0.25 per share for a total amount of $163,900 in cash.

Item 6. Selected Financial Data

Not required.

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

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.

Results of Operations

Revenues

We have limited operational history. From our inception on August 15, 2006 to March 31, 2014, we did not generate any revenues. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

During the year ended March 31, 2013, the Company purchased a domain name for $2,060. On November 19, 2014, the Company entered into a Spin-off Agreement (the “Agreement”) with a company controlled by a former shareholder to sell all intellectual property and assets associated with the previous business of the Company. In exchange for all assets and property related to the previous business, the Company was released from certain liabilities amounted to $420,653 previously recorded in accounts payable owing to the former shareholder or companies controlled by them.

The disposal of the net liabilities of the operations resulted in a gain of $418,593.

Expenses

During the fiscal year ended March 31, 2015, we incurred total expenses of $551,062, including $89,671 in accounting and legal fees, $14,905 in licenses and fees, $163,036 in exploration and evaluation fees, $11,493 in office expenses, $30,449 in bank charges and finance fees, $31,250 in finders fees, and $210,258 in share-based payments. For the fiscal year ended March 31, 2014, we incurred total expenses of $131,136, including $78,134 in accounting and legal fees, $14,752 in licenses and fees, $35,000 in consulting and development fees, $2,015 in bank charges and $1,235 in office expenses.

Our total expenses are significantly higher. The variation in expenses is mainly due to the exploration and evaluation fees relating to costs incurred for site visits and consultations related to the Willow Creek property, and share-based payments. The $31,250 finders’ fee pertains to the common shares issued as a retainer for services.

Net Loss

For the fiscal year ended March 31, 2015, we incurred a net loss of $176,760 and a net loss per share of $0.04. For the fiscal year ended March 31, 2014, we incurred a net loss of $131,136 and a net loss per share of $0.03.

Liquidity and Capital Resources

As of March 31, 2015, we had $80,037 in cash, and paid $121,250 in prepaid and deposits, $443,094 in total liabilities and a working capital deficit of $241,807. We are dependent on funds raised through equity financing and advances from related parties and loans payable. Our cumulative net loss of $736,215 was funded by equity financing and advances from stockholders. Since our inception on August 15, 2006, we have raised gross proceeds of $294,450 in cash from the sale of our securities. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

During the fiscal year ended March 31, 2015, we spent $305,459 on operating activities. During the fiscal year ended March 31, 2014, we spent $41,431 on operating activities. Our increase in cash spending on operating activities during the fiscal year ended March 31, 2015 was primarily due to the increase in finance fees, share based payments and shares issued for services, as well as making cash payments for operating costs.

During the fiscal year ended March 31, 2015 and 2014, we did not engage in any investing activities.

During the fiscal year ended March 31, 2015, we made payments of approximately $15,000 on the outstanding stockholder’s loan balance and we received $349,830 in cash from financing activities, including $245,000 in advances from stockholders and $120,000 in net proceeds from the issuance of our common stock compared to cash receipts of $39,266 from advances from related parties and $35,000 in net proceeds from the issuance of our common stock for a total cash provided of $74,266 during the fiscal year ended March 31, 2014. The loan agreements entered during the current year are due in one year from issuance, bearing 10% interest per annum compounded monthly.

Our increase in cash for the fiscal year ended March 31, 2015 was $44,341 mainly due to increase in cash from financing activities.

During the fiscal year ended March 31, 2015, our monthly cash requirements to fund our operating activities, was approximately $25,455, compared to approximately $10,928 during the fiscal year ended March 31, 2014. In the absence of the continued sale of our common stock or advances from related parties, our cash of $80,037 as of March 31, 2015 is sufficient to cover our current monthly burn rate for three months. Until we are able to complete private and/or public financing as described below, we anticipate that we will rely on advances from related parties to proceed with our plan of operations.

Our business strategy going forward is to acquire ownership in late-stage exploration to development-stage gold mining projects and/or royalty or streaming interests in low capital intensity, mining projects in North America. Our main focus will be on identifying solid resources, and then utilize funding to bring a distressed asset into production, while either securing equity ownership or rights of title in the form of royalties.

We expect to require approximately $1,200,000 to carry out our business strategy. Our plan of operations over the next 12 months is to obtain the necessary financing to fill a number of key operational positions. If we secure less than the full amount of financing that we require, we will not be able to carry out our complete business plan and we will be forced to proceed with a scaled back business plan based on our available financial resources.

Future Financings

We have not generated any revenues, have achieved losses since our inception, and rely upon the sale of our securities, loans and advances from related parties to fund our operations. We anticipate that we will incur substantial losses for the foreseeable future, and we are dependent upon obtaining outside financing to carry out our operations. Our audited financial statements for the year ended March 31, 2015 have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.

We will require approximately $1,200,000 over the next 12 months in order to enable us to proceed with our plan of operations, including paying our ongoing expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we intend to raise the balance of our cash requirements for the next 12 months from project finance, private placements, advances from related parties or possibly a registered public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising enough money through such efforts, we may review other financing possibilities such as bank loans. At this time we do not have a commitment from any broker-dealer to provide us with financing, and there is no guarantee that any financing will be available to us or if available, on terms that will be acceptable to us.

If we are unable to obtain the necessary additional financing, then we plan to reduce the amounts that we spend on our operations so as not to exceed the amount of capital resources that are available to us. If we do not secure additional financing our current cash reserves and working capital will not be sufficient to enable us to sustain our operations for the next 12 months, even if we do decide to scale back our operations.

Off-Balance Sheet Arrangements

To provide incentive towards the development of the goals, an Equity Incentive Plan for employees, executives, directors and consultants awards 220,000 shares when certain performance goals have been achieved. One third will be triggered upon closing of corporate financing, one third upon commencement of construction of the mine and one third upon commencement of construction of the mill. Additional options have been granted in conjunction with the Equity Incentive Plan for employees, directors and consultants. During the period ended March 31, 2014, the Company granted 175,000 options.

A cash bonus of $40,000 each will be awarded to Mr. Pete Parsley and Mr. Ryan Hart upon the successful funding of the Company of at least $5 million.

Critical Accounting Policies

Our audited financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our audited financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management.

Foreign Currency Translation

Our audited financial statements are presented in United States dollars. Transactions in currencies other than the U.S. dollar are translated into U.S. dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities. Expenses are translated at the average rates for the period, excluding amortization, which is translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net loss.

Share-based payments

The Company records all share-based payments at fair value. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized through profit or loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model.

At each balance sheet date, the amount recognized as an expense is adjusted to reflect the actual number of stock options expected to vest. On the exercise of stock options, common stock is recorded for the consideration received and for the fair value amounts previously recorded to contributed surplus. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payments.

Recent accounting guidance adopted

The Company has adopted Accounting Standards Update (“ASU”) 2014-10, Development Stage Entities, which eliminates certain financial reporting requirements. As such, these interim financial statements no longer present inception-to-date information on the statements of operations, cash flows, and stockholders’ deficiency. In addition, these interim financial statements are no longer labeled as a, “development stage entity”.

In August 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-15, Presentation of Financial Statements-Going Concern. This ASU is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. It is effective for annual periods beginning after March 15, 2016, with early adoption permitted. The Company does not expect it to have a material effect on the Company’s financial condition, results of operations, and cash flows.

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU amends ASC 360, Property, Plant and Equipment and expands the disclosures for discontinued operations, and requires new disclosures for disposals of individually significant components that do not meet the new definition of a discontinued operation and are classified as assets held for sale. These provisions are effective for annual and interim periods beginning after March 15, 2014. The Company does not expect it to have a material effect on the Company’s financial condition, results of operations, and cash flows.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 8. Financial Statements and Supplementary Data

GOLD TORRENT, INC.

March 31, 2015 and 2014

Financial Statements
(Expressed in US Dollars)

Financial Statement Index

Report of Independent Registered Public Accounting Firm	F-1

Balance Sheets	F-3

Statements of Operations	F-4

Statements of Cash Flows	F-5

Statements of Stockholders’ Deficiency	F-6

Notes to Financial Statements	F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Gold Torrent, Inc.

We have audited the accompanying balance sheet of Gold Torrent, Inc. as at March 31, 2015, and the related statements of operations, cash flows and stockholders’ deficiency for the year then ended. 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 audit. The financial statements of Gold Torrent, Inc. as at March 31, 2014, were audited by other auditors whose report dated June 18, 2014, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gold Torrent, Inc. as at March 31, 2015, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements referred to above have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company incurred losses from operations since inception, has not attained profitable operations and is dependent upon obtaining adequate financing to fulfill its operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada	/s/ Morgan & Company LLP

June 24, 2015	Chartered Professional Accountants

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders of GOLD TORRENT, INC.

We have audited the accompanying balance sheet of Gold Torrent, Inc. as at March 31, 2014 and the statements of operations, stockholders’ deficiency and cash flows for the year then ended. 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 audit.

We conducted our audit 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 about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gold Torrent, Inc. as at March 31, 2014 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements referred to above have been prepared assuming the Company will continue as a going concern. As discussed in note 1 to the financial statements, the Company incurred losses from operations since inception, has not attained profitable operations and is dependent upon obtaining adequate financing to fulfill its operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed is note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Smythe Ratcliffe LLP

Chartered Professional Accountants

Vancouver, Canada

June 24, 2015

F-2

GOLD TORRENT, INC.

Balance Sheets

(Expressed in US dollars)

	March 31, 2015			March 31, 2014

Assets

Current
Cash	$	80,037		$	35,696
Prepaid expenses (Note 10)		121,250			-
		201,287			35,696
Non-Current
Intangible asset (Note 6)		-			2,060

	$	201,287		$	37,756

Liabilities

Current
Accounts payable (Note 6)	$	148,922		$	453,355
Accrued liabilities (Note 3)		12,000			10,000
Stockholders’ loans (Note 7)		282,172			40,656

		443,094			504,011

Stockholders’ Deficiency

Common Stock (Note 4)
Authorized:
200,000,000 common shares, $0.001 par value 20,000,000 preferred shares, $0.001 par value
Issued and outstanding:
5,465,002 common shares, $0.001 par value (2014 - 4,610,000 common shares)		23,793			22,938
Additional Paid-in Capital		270,657			70,262
Contributed Surplus (Notes 4 and 5)		199,958			-
Deficit		(736,215	)		(559,455	)

		(241,807	)		(466,255	)

	$	201,287		$	37,756

Nature of operations and going concern (Note 1)

See accompanying notes to financial statements.

F-3

GOLD TORRENT, INC.

Statements of Operations

(Expressed in US dollars)

	For the Year Ended March 31, 2015			For the Year Ended March 31, 2014

Expenses
Accounting and legal	$	119,671		$	78,134
Bank charges and finance fees (Note 7)		30,449			2,015
Consulting fees (Note 4)		20,000			-
Exploration and evaluation (Note 10)		163,036			-
Finder’s fees (Note 4)		31,250			-
Licenses and fees		14,905			14,752
Office		16,084			1,235
Share-based payments (Notes 5 and 8)		199,958			-

Loss from Continuing Operations		(595,353	)		(96,136	)

Net loss from discontinued operations		-			(35,000	)
Gain on sale of discontinued operations		418,593			-

Net Income (Loss) from Discontinued Operations (Note 6)		418,593			(35,000	)

Net Loss and Comprehensive Loss for the Year	$	(176,760	)	$	(131,136	)

Weighted average number of common shares outstanding		4,748,797			4,584,455
Basic and diluted loss per share – continuing operations	$	(0.13	)	$	(0.02	)
Basic and diluted earnings (loss) per share – discontinued operations	$	0.09		$	(0.01	)
Basic and diluted loss per share	$	(0.04	)	$	(0.03	)

See accompanying notes to financial statements.

F-4

GOLD TORRENT, INC.

Statements of Cash Flows

(Expressed in US dollars)

	For the Year Ended March 31, 2015			For the Year Ended March 31, 2014

Cash Flow from Operating Activities
Net loss for the year	$	(176,760	)	$	(131,136	)
Items not involving cash:
Shares issued for services		81,250			-
Share-based payments		199,958			-
Finance fees		11,686			1,390
Gain on sale of discontinued operations		(418,593	)		-
Changes in non-cash working capital items:
Prepaid expenses		(121,250	)		-
Accounts payable and accrued liabilities		118,220			88,315

Cash Used in Operating Activities		(305,489	)		(41,431	)

Cash Flow from Financing Activities
Net proceeds from issuance of common stock		120,000			35,000
Loans received from stockholders		245,000			39,266
Repayment of stockholders’ loans		(15,170	)		-

Cash Provided by Financing Activities		349,830			74,266

Increase in Cash		44,341			32,835
Cash, Beginning of Year		35,696			2,861

Cash, End of Year	$	80,037		$	35,696

Supplemental Information
Tax paid	$	-		$	-
Interest paid	$	-		$	-

See accompanying notes to financial statements.

F-5

GOLD TORRENT, INC.

Statements of Stockholders’ Deficiency

(Expressed in US dollars)

	Shares of Common Stock Issued		Common Stock		Additional Paid-in Capital		Contributed Surplus		Deficit			Total

Balance, March 31, 2013		4,582,000	$	22,910	$	35,290	$	-	$	(428,319	)	$	(370,119	)
Shares issued for cash		28,000		28		34,972		-		-			35,000
Net loss for the year		-		-		-		-		(131,136	)		(131,136	)

Balance, March 31, 2014		4,610,000		22,938		70,262		-		(559,455	)		(466,255	)
Shares issued for cash		480,000		480		119,520				-			120,000
Shares issued for services		375,000		375		80,875		-		-			81,250
Share-based payments		-		-		-		199,958		-			199,958
Net loss for the year		-		-		-		-		(176,760	)		(176,760	)
Balance, March 31, 2015		5,465,000	$	23,793	$	270,657	$	199,958	$	(736,215	)	$	(241,807	)

See accompanying notes to financial statements.

F-6

GOLD TORRENT, INC.

Notes to Financial Statements

Years Ended March 31, 2015 and 2014

(Expressed in US dollars)

1.	Nature of Operations and Going Concern

GOLD TORRENT, INC. (the “Company”) was incorporated as a Nevada company on August 15, 2006. Since inception, the Company had been creating, testing and developing mobile applications, games and tools designed to engage consumers in transacting business via mobile devices. On November 19, 2014, the Company entered into a Spin-off Agreement (the “Agreement”) with a company controlled by a former stockholder to sell all intellectual property and assets associated with the previous business of the Company, pursuant to which the Company was released from certain liabilities amounting to $420,653 (Note 6).

Going forward, the Company plans to focus on acquiring ownership in late-stage exploration to development stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America. During the fiscal year ended March 31, 2015, the Company entered into an Exploration and Option to Enter Joint Venture Agreement with a third party (Note 10).

The Company has incurred losses since inception and has an accumulated deficit of $736,215 (2014 - $559,455) as of March 31, 2015, with limited resources and no source of operating cash flows. As at March 31, 2015, the Company has a working capital deficiency of $241,807 (2014 - $468,315). As a result of the Agreement, the Company recognized a net income from discontinued operations of $418,593 (2014 - net loss of $35,000) and a net loss from continuing operations of $595,353 (2014 - $96,136) during the fiscal year ended March 31, 2015.

The Company’s continuance as a going concern is dependent on the success of the efforts of its directors and principal stockholders in providing financial support in the short-term, raising additional capital through equity or debt financing either from its own resources or from third parties, and achieving profitable operations. In the event that such resources are not secured, the assets may not be realized or liabilities discharged at their carrying amounts, and the difference from the carrying amounts reported in these financial statements could be material.

These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of the assets or the amounts and classifications of the liabilities that may result from the inability of the Company to continue as a going concern.

2.	Significant Accounting Policies

	(a)	Basis of presentation

		These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional and reporting currency is the US dollar.

	(b)	Use of estimates

		The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to accounts payable and accrued liabilities, the fair value of warrants attached to common shares issued, the fair value of shares issued for services, the fair value of stock options granted, and the recoverability of income tax assets. While management believes the estimates used are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

F-7

GOLD TORRENT, INC.

Notes to Financial Statements

Years Ended March 31, 2015 and 2014

(Expressed in US dollars)

2.	Significant Accounting Policies (continued)

	(c)	Basic and diluted earnings (loss) per share

		Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding. Diluted earnings (loss) per share assumes the exercise of common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.

	(d)	Foreign currency translation

		Transactions in currencies other than the US dollar are translated into US dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities. Expenses are translated at the average rates for the period, except amortization, which is translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net income/loss.

	(e)	Financial instruments

		All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading, available-for-sale or other financial liabilities. Financial assets and liabilities held-for-trading are measured at fair value with gains and losses recognized in net income. Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income and reported in stockholders’ equity.

		A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company prioritizes the inputs into three levels that may be used to measure fair value:

	(i) Level 1 –	Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

	(ii) Level 2 –	Applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly, such as quoted prices for similar assets or liabilities in active markets, or indirectly, such as quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions.

	(iii) Level 3 –	Applies to assets or liabilities for which there are unobservable market data.

Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as held-to-maturity, loans and receivables or other financial liabilities are included in the initial carrying value of such instruments and amortized using the effective interest method. Transaction costs classified as held-for-trading are expensed when incurred, while those classified as available-for-sale are included in the initial carrying value.

	(f)	Income taxes

		The Company uses the asset and liability approach in its method of accounting for income taxes that requires the recognition of deferred tax liabilities and assets for expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company recognizes the effect of uncertain tax positions where it is more likely than not based on technical merits that the position could be sustained where the tax benefit has a greater than 50% likelihood of being realized upon settlement. A valuation allowance against deferred tax assets is recorded if based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

F-8

GOLD TORRENT, INC.

Notes to Financial Statements

Years Ended March 31, 2015 and 2014

(Expressed in US dollars)

2.	Significant Accounting Policies (continued)

(g)

Share-based payments

(h)

Exploration and evaluation costs

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. An impairment loss is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value.

(i)

Recent accounting guidance adopted

The Company has adopted Accounting Standards Update (“ASU”) 2014-10, Development Stage Entities, which eliminates certain financial reporting requirements. As such, these financial statements no longer present inception-to-date information on the statements of operations, cash flows, and stockholders’ deficiency. In addition, these financial statements are no longer labeled as a “development stage entity”.

3.	Financial Instruments

The Company has designated its cash as held-for-trading; and accounts payable, accrued liabilities and stockholders’ loans as other financial liabilities.

(a)

Fair value

The fair values of the Company’s cash, accounts payable, accrued liabilities and stockholders’ loans approximate their carrying values due to the short-term maturity of these instruments.

F-9

GOLD TORRENT, INC.

Notes to Financial Statements

Years Ended March 31, 2015 and 2014

(Expressed in US dollars)

3.	Financial Instruments (continued)

(b)

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company is not exposed to significant credit risk.

(c)

Translation risk

The Company’s functional currency is the US dollar. The Company translates transactions in foreign currencies into US currency using rates on the date of the transactions. Translation risk is considered minimal, as the Company does not incur any significant transactions in currencies other than US dollars.

(d)

Interest rate risk

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and liabilities.

(e)

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying its financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. At March 31, 2015, the Company had accounts payable of $148,922 (2014 - $453,355), which are due within 30 days or less. As at March 31, 2015, accrued liabilities consist of accrued accounting and legal fees of $12,000 (2014 - $10,000). The Company’s stockholders’ loans (Note 7) of $282,172 (2014 - $40,656) are due within one year and are 10 % interest-bearing. The extended loans are 11% interest bearing.

4.	Common Stock