UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2015

 

or

 

[  ] 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 160

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 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 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 November 13, 2015, the registrant’s outstanding common stock consisted of 8,288,602 shares.

 

 

 

Table of Contents

 

	PART I – FINANCIAL INFORMATION
Item 1.	Interim Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	9
	SIGNATURES	10

 

 

PART 1 – FINANCIAL INFORMATION

 

Item 1. Interim Financial Statements

 

The unaudited interim financial statements of GOLD TORRENT, INC. (“we”, “our”, “us”, the “Company”) follow. All currency references in this report are to US dollars unless otherwise noted.

  

GOLD TORRENT, INC.

September 30, 2015 and 2014

 

 

GOLD TORRENT, INC.

 Interim Balance Sheets

(Unaudited - Expressed in US dollars)

 

		September 30, 2015				March 31, 2015
						(Audited)
Assets
Current
Cash		$	202,963			$	80,037
Prepaid and deposits			50,000				121,250
		$	252,963			$	201,287
Liabilities
Current
Accounts payable (Note 6)		$	269,754			$	148,922
Accrued liabilities (Note 3)			121,250				12,000
Stockholders’ loans (Note 7)			89,150				282,172
			480,154				443,094
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:
8,288,602 common shares, $0.001 par value			26,617				23,793
(March 31, 2015 – 5,465,000 common shares)
Additional Paid-in Capital			973,733				270,657
Contributed Surplus (Note 5)			208,808				199,958
Deficit			(1,436,349	)			(736,215	)
			(227,191	)			(241,807	)
		$	252,963			$	201,287

 

Nature of operations and going concern (Note 1)

 

See accompanying notes to interim financial statements.

 

  

GOLD TORRENT, INC.

Interim Statements of Operations

(Unaudited - Expressed in US dollars)

 

	For the Three Months Ended September 30, 2015				For the Three Months Ended September 30, 2014				For the Six Months Ended September 30, 2015				For the Six Months Ended September 30, 2014
Expenses
Accounting and legal	$	28,000			$	27,921			$	42,500			$	49,921
Advertising and promotions		3,744				-				3,744				-
Bank charges and finance fees (Note 7)		2,578				1,885				9,153				2,703
Executive compensation		121,250				-				121,250				-
Exploration and evaluation (Note 10)		53,609				25,235				406,104				25,235
Finder’s fees (Note 4)		-				-				-				31,250
Licenses and fees		43,854				3,471				85,015				5,729
Office		5,467				934				10,607				1,201
Share-based payments (Note 5)		8,850				106,288				8,850				106,288
Travel and Entertainment		1,265				-				12,911				-
Net Loss and Comprehensive Loss for the Period	$	(268,617	)		$	(165,734	)		$	(700,134	)		$	(222,327	)
Weighted average number of common shares outstanding		8,193,618				4,635,000				8,193,618				4,620,548
Basic and diluted loss per share	$	(0.03	)		$	(0.04	)		$	(0.09	)		$	(0.05	)

 

See accompanying notes to interim financial statements.

 

 

GOLD TORRENT, INC.

Interim Statements of Cash Flows

(Unaudited - Expressed in US dollars)

 

		For the Six Months Ended September 30, 2015				For the Six Months Ended September 30, 2014
Cash Flow from Operating Activities
Net loss for the period		$	(700,134	)		$	(222,327	)
Items not involving cash:
Accrued interest			8,803				-
Shares issued for services			-				31,250
Share-based payments			8,850				106,288
Changes in non-cash working capital items:
Prepaid and deposits			71,250				(6,250	)
Accounts payable and accrued liabilities			230,082				27,573
Cash Used in Operating Activities			(381,149	)			(63,466	)
Cash Flow from Financing Activities
Net proceeds from issuance of common stock			705,900				-
Loans received from stockholders (Note 6)			-				80,000
Repayment of stockholders’ loans (Note 6)			(201,825	)			(12,690	)
Cash Provided by Financing Activities			504,075				67,310
Increase in Cash			122,926				3,844
Cash, Beginning of Period			80,037				35,696
Cash, End of Period		$	202,963			$	39,540
Supplemental Information
Taxes paid		$	-			$	-
Interest paid		$	-			$	-

 

See accompanying notes to interim financial statements.

 

 

GOLD TORRENT, INC.

Interim Statements of Stockholders’ Deficiency

(Unaudited - Expressed in US dollars)

 

		Shares of Common Stock Issued				Common Stock				Additional  Paid-in Capital				Contributed Surplus				Deficit				Total
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	)
Shares issued for cash			2,823,600				2,824				703,076				-				-				705,900
Share-based payments			-				-				-				8,850				-				8,850
Net loss for the period			-				-				-				-				(700,134	)			(700,134	)
Balance, September 30, 2015			8,288,600			$	26,617			$	973,733			$	208,808			$	(1,436,349	)		$	(227,191	)

  

See accompanying notes to interim financial statements.

 

 

GOLD TORRENT, INC.

Notes to Interim Financial Statements

Six Months Ended September 30, 2015 and 2014

(Unaudited - 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 has 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 shareholder 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.

 

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 $1,436,349 (March 31, 2015 - $736,215) as of September 30, 2015, with limited resources and limited source of operating cash flows. As at September 30, 2015, the Company has a working capital deficiency of $227,191 (March 31, 2015 – $241,807).

 

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 unaudited interim financial statements could be material. There is no assurance that management’s plan to seek additional capital will be realized, and these factors cast substantial doubt upon the use of the going concern assumption.

 

These unaudited interim 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 unaudited interim 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.

 

These unaudited interim financial statements reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of the interim financial information. The results of operations for the interim period presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending March 31, 2016. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted. These unaudited interim financial statements and notes included herein have been prepared on a basis consistent with, and should be read in conjunction with, the Company’s audited financial statements and notes for the year ended March 31, 2015, as filed in its Form 10-K.

 

(b)

Use of estimates

 

The preparation of interim 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 interim 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.

 

 

GOLD TORRENT, INC.

Notes to Interim Financial Statements

Six Months Ended September 30, 2015 and 2014

(Unaudited - 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 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.

 

 

GOLD TORRENT, INC.

Notes to Interim Financial Statements

Six Months Ended September 30, 2015 and 2014

(Unaudited - Expressed in US dollars)

 

2.	Significant Accounting Policies (continued)

 

(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.

 

(g)

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.

 

(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 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.

 

 

GOLD TORRENT, INC.

Notes to Interim Financial Statements

Six Months Ended September 30, 2015 and 2014

(Unaudited - Expressed in US dollars)

 

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.

 

(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’s financial asset that is exposed to credit risk is cash, which is minimized to the extent that it is placed with a major financial institution. Concentration of credit risk exists with respect to the Company’s cash, as all amounts are held at a single major American financial institution.

 

(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 September 30, 2015, the Company had accounts payable of $269,754 (March 31, 2015 - $148,922), which are due within 30 days or less. At September 30, 2015, the Company had accrued liabilities of $121,250 (March 31, 2015 - $12,000). The Company’s stockholders’ loans (Note 7) of $89,150 (March 31, 2015 - $282,172) are due within one year and are 10 % interest-bearing. The extended loans are 11% interest bearing.

 

4.	Common Stock

 

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 September 30, 2015. This agreement will continue from month to month thereafter unless terminated by either party.

 

 

GOLD TORRENT, INC.

Notes to Interim Financial Statements

Six Months Ended September 30, 2015 and 2014

(Unaudited - Expressed in US dollars)

 

4.	Common Stock (continued)

 

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 17, 2015, the Company entered into subscription agreements for the issuance of 1,023,600 shares of common stock at a purchase price of $0.25 per share for a total amount of $255,900 in cash.

 

5.	Stock Options

 

The 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 the 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 period ended September 30, 2015, the Company granted no options, and plans to terminate the stock option plan and replace it with a new one upon closing of expected financing.

 

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.

 

The following table summarizes information about the Company’s share options in accordance with its Plan:

 

		Number				Weighted-average exercise price
Balance, March 31, 2014			-			$	-
Granted			175,000			$	1.27
Balance, March 31, 2015			175,000			$	1.27
Granted			-			$	-
Balance, September 30, 2015			175,000			$	1.27

 

The Company’s stock options are outstanding and exercisable as follows:

 

						September 30, 2015
Expiry date		Exercise price				Options outstanding				Options exercisable
July 30, 2019		$	1.25				150,000				100,000
July 30, 2019		$	1.38				25,000				16,667
							175,000				116,667

 

The weighted average remaining contractual life of stock options outstanding at September 30, 2015 is 3.83 (March 31, 2015 – 4.33) years. As at September 30, 2015, unamortized share-based payment expense on the outstanding options is $Nil.

 

 

GOLD TORRENT, INC.

Notes to Interim Financial Statements

Six Months Ended September 30, 2015 and 2014

(Unaudited - Expressed in US dollars)

 

5.	Stock Options (continued)

 

The fair value of all stock options granted are estimated using the Black-Scholes option pricing model with the following weighted-average assumptions and resulting in the following weighted-average fair values:

 

		March 31, 2015
Risk-free interest rate			1.77	%
Expected dividend yield			0	%
Expected share price volatility			178	%
Expected option life in years			5
Fair value		$	1.20

 

Companies are required to utilize an estimated forfeiture rate when calculating the expense for the reporting period. Based on the best estimate, management applied the estimated forfeiture rate of Nil% in determining the expense recorded in the accompanying statement of operations. Expected share price volatility is determined with reference to the Company’s historical daily share price volatility.

 

6.	Accounts Payable

 

Accounts payable as at September 30, 2015 includes the following:

 

	●	$138,624 due to a company controlled by an officer and stockholder of the Company;
	●	$10,000 due to an officer and stockholder of the Company;
	●	$84,250 due to a company, who is a stockholder of the Company for payment of legal services made on behalf of the Company
	●	$13,895 due to a Company for payment of auditing services made on behalf of the Company; and
	●	$22,985 due to unrelated parties.

 

7.	Stockholders’ Loans

 

As at September 30, 2015, current officers and stockholders of the Company had loans outstanding amounting to $89,150 (March 31, 2015 - $282,172). These loans are due on dates between October 31, 2015 and January 23, 2016, are unsecured, and are 10% and 11% interest-bearing. As at September 30, 2015, the Company had accrued interest of $8,803 (March 31, 2015 - $11,686).

 

8.	Related Party Transactions

 

(a) Details of additional related party transactions are as follows:

 

	(i)	Effective October 1, 2014, the Company signed a consulting agreement with a company controlled by a director, pursuant to which the Company agreed to pay a monthly fee of $9,529 including overhead. During the six months ended September 30, 2015, the Company paid or accrued various expenses of $384,995 (2014 - $Nil) relating to this agreement. During the year ended March 31, 2015, the Company paid or accrued various expenses of $57,178 relating to this agreement. In addition, as at September 30, 2015, the Company accrued finance fees of $10,000 (March 31, 2015 - $10,000) to this director.
	(ii)	During the year ended March 31, 2015, the Company issued 125,000 stock options to directors and officers with a total fair value of $142,502. During the period ended September 30, 2015, a further fair value of $6,640 vested into share-based payment expense.
	(iii)	During the period ended September 30, 2015, the Company signed employment agreements with three directors and officers. A total of $111,250 was accrued in the period as a result of these contracts.

 

 

GOLD TORRENT, INC.

Notes to Interim Financial Statements

Six Months Ended September 30, 2015 and 2014

(Unaudited - Expressed in US dollars)

 

9.	Segmented Information

 

The Company operates primarily in one business segment being the identification and development of mining projects with substantially all of its assets and operations located in the United States.

 

10.	Exploration and Evaluation

 

On July 24, 2014, the Company entered into a non-binding letter of intent (“LOI”) agreement with a third party to negotiate and enter into a joint venture agreement for the development of a gold property known as Willow Creek, Alaska. On November 5, 2014, the Company signed an Exploration and Option to Enter Joint Venture Agreement for the Willow Creek project in Alaska.

 

The Exploration and Option Agreement provides the Company with the right to earn up to 70% interest in a joint venture with Miranda USA Inc. by making certain expenditures over the next three years totaling US$10,000,000. The principal terms of the Exploration and Option to Enter Joint Venture Agreement provides that the Company can earn an initial 20% interest in the 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.

 

On January 15, 2015, the Company paid $150,000 for a Lease Agreement between Miranda USA Inc. and a private company, and the amount was included in prepaid expenses and expensed over 12 months. In addition, the Company is committed to paying $150,000 every year on January 15. The purpose of this lease is to afford Miranda USA Inc. the opportunity to enter onto certain patents and State of Alaska mining claims located in the State of Alaska.

 

The exploration and evaluation costs for the period ended September 30, 2015 are associated with hourly fees of surveying consultants employed by a company controlled by a director as well as travel costs to Alaska.

 

11.	Subsequent Event

 

Subsequent to September 30, 2015, the Company entered into the following agreements:

 

On October 16, 2015, the Company entered into a subscription agreement for the issuance of 1,200,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $300,000 in cash.

 

On October 27, 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 October 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.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward Looking Statements

 

This quarterly report on Form 10-Q 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 unaudited interim financial statements for the three and six months ended September 30, 2015 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 results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for our fiscal year ending March 31, 2015. Our unaudited financial statements and notes included therein have been prepared on a basis consistent with and should be read in conjunction with our audited financial statements and notes for the year ended March 31, 2015, as filed in our annual report on Form 10-K.

 

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

 

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 $420,503.

 

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.

 

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. During the six months ended September 30, 2015, to finance our operations, we have received advances from related parties, loan payables and completed several rounds of financing, raising $705,900 through private placements of our common stock.

 

Results of Operations

 

For the Three Months ended September 30, 2015

 

During the three months ended September 30, 2015, we incurred a net loss of $268,617, compared to a net loss of $165,734 during the same period in the prior year.

 

Our net loss per share for the three months ended September 30, 2015 was $0.03. Our net loss per share for the three months ended September 30, 2014 was $0.04.

 

During the three months ended September 30, 2015, we incurred total expenses of $268,617, compared to total expenses of $165,734 during the same period in the prior year.

 

Our total expenses during the three months ended September 30, 2015 consisted of $28,000 in accounting and legal fees, $53,609 in exploration and evaluation costs, $43,854 in licenses and fees, $3,744 in advertising and promotion, $121,250 in executive compensation, $2,578 in bank charges and finance fees, $5,467 in office expenses, $8,850 in share-based payments, and $1,265 in travel and entertainment. For the same period in fiscal 2014, $27,921 in accounting and legal fees, $25,235 in exploration and evaluation costs, $3,471 in licenses and fees, $1,885 in bank charges and finance fees, $934 in office expenses, and $106,288 in share-based payments. Our total expenses are higher mainly due to the higher exploration and evaluation costs, executive compensation, and license fees, consisting mainly of surveying expenses and consultations related to the Willow Creek property in the current year.

 

For the Six Months ended September 30, 2015

 

During the six months ended September 30, 2015, we incurred a net loss of $700,134, compared to a net loss of $222,327 during the same period in the prior year.

 

Our net loss per share for the six months ended September 30, 2015 was $0.09. Our net loss per share for the six months ended September 30, 2014 was $0.05.

 

During the six months ended September 30, 2015, we incurred total expenses of $700,134, compared to total expenses of $222,327 during the same period in the prior year.

 

Our total expenses during the six months ended September 30, 2015 consisted of $42,500 in accounting and legal fees, $406,104 in exploration and evaluation costs, $85,015 in licenses and fees, $3,744 in advertising and promotion, $121,250 in executive compensation, $9,153 in bank charges and finance fees, $10,607 in office expenses, $8,850 in share-based payments, and $12,911 in travel and entertainment. For the same period in fiscal 2014, we incurred expenses of $49,921 in accounting and legal fees, $25,235 in development exploration cost, $5,729 in licenses and fees, $31,250 in finders’ fees, $2,703 in bank charges and finance fees, $1,201 in office expenses, and $106,288 in shares-based payments.. Our total expenses are significantly higher. The variation in expenses is mainly due to the higher exploration and evaluation costs, executive compensation, and license fees in the current year, while we did not incur finder’s fees and share-based payments for stock options granted during the previous period.

 

 

Liquidity and Capital Resources

 

We have limited operational history, and did not generate any revenues. As of September 30, 2015, we had $202,963 in cash, $480,154 in total liabilities and a working capital deficit of $227,191. As of September 30, 2015, we had an accumulated deficit of $1,436,349. We are dependent on funds raised through equity financing, related parties, and loan payables. Our operations were funded by equity financing and advances from shareholders and former related parties. 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 six months ended September 30, 2015, we used $381,149 in cash on operating activities, compared to cash used of $63,466 on operating activities during the same period in fiscal 2014. Our increase in cash spending on operating activities between the two periods was primarily due to making cash payments for operating costs as described above.

 

During the six months ended September 30, 2015 and 2014, we did not engage in any investing activities.

 

During the six months ended September 30, 2015, the Company received an additional $705,900 in proceeds from issuance of common stock, compared to $nil during the same period in fiscal 2014. We made payments of $201,825 on the outstanding stockholders’ loan balance compared to receiving $80,000 in cash loan during the same period in fiscal 2014. These loans are due on dates between October 31, 2015 and January 23, 2016, are unsecured, and are 10% and 11% interest-bearing. For the period ending June 30, 2015 the Company has accrued interest of $8,803 (March 31, 2015 - $11,686).

 

During the six months ended September 30, 2015, our monthly cash requirements to fund our operating activities, including advances from former related parties, was approximately $63,525 compared to approximately $7,052 during the same period in fiscal 2014. In the absence of the continued sale of our common stock or advances from the former or new related parties, our cash of $202,963 as of September 30, 2015 is not sufficient to cover our current monthly burn rate for the foreseeable future and not enough to pay our current liabilities balance of $368,904. Until we are able to complete private and/or public financing as described below, we anticipate that we will rely on loans from shareholders to proceed with our plan of operations. Subsequent to September 30, 2015, we received proceeds from issuance of common stock of $400,000.

 

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 Financing

 

We have not generated any revenues, have achieved losses since our inception, and rely upon the sale of our securities, loans and advances from former 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 unaudited financial statements for the three and six months ended September 30, 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 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 September 30, 2015, the Company granted no options, and plans to terminate the stock option plan and replace it with a new one upon closing of financing.

 

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 unaudited interim 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 unaudited interim 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 unaudited 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 December 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 December 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 unaudited interim 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 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not required.

 

Item 4. Controls and Procedures

 

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 six months ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

  

PART II – OTHER INFORMATION

 

Item 1. 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 2. Unregistered Sales of Equity Securities

 

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.

 

The above issuances of these securities were deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit Number		Exhibit Description
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 8**
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase*
101.DEF		XBRL Taxonomy Extension Definition Linkbase*
101.LAB		XBRL Taxonomy Extension Label Linkbase*
101.PRE		XBRL Taxonomy Presentation Linkbase*

 

* Filed herewith.

** Furnished herewith.

 

 

SIGNATURES

 

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

 

Date: November 16, 2015	GOLD TORRENT, INC.
	By:	/s/ Dan Kunz
		Dan Kunz
		Chief Executive Officer and Chairman
	By:	/s/ Alexander Kunz
		Alexander Kunz
		Chief Financial Officer and Director