UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended: December 31, 2016

 

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

 

For the transition period from ______ to ______

 

Commission File No. 333-196075

 

Nevada Canyon Gold Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada		46-5152859
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

316 California Avenue, Suite 543, Reno, NV 89509

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (888) 909-5548

 

Common Stock, $0.0001 par value per share		None
(Title of Each Class)		(Name of Each Exchange on Which Registered)

 

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.0001 par value

 

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

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 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 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 Website, 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 [  ] [check “yes” if statement is accurate.]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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, non-accelerated filer or a small. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer [  ]	Accelerated filer [  ]	Non-accelerated filer [  ]	Smaller reporting company [X]
		(Do not check if smaller reporting company)

 

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

 

The aggregate market value of the voting stock held by non-affiliates of the registrant as of February 8, 2017, based upon the last sale price of the common stock of such date: $2,152,500

 

The number of shares of the registrant’s common stock issued and outstanding as of March 20, 2017 was 44,050,000.

 

 

 

table of contents

 

PART I
Item 1. Description of Business.	2
Item 1A. Risk Factors.	6
Item 1B. Unresolved Staff Comments.	24
Item 2. Properties.	24
Item 3. Legal Proceedings.	24
Item 4. Mine Safety Disclosures.	24
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	24
Item 6. Selected Financial Data.	25
Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.	25
Results of Operations	25
Off-Balance Sheet Arrangements	28
Recent Accounting Pronouncements	28
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.	28
Item 8. Financial Statements and Supplementary Data.	28
Financial Statements	29
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statement of Stockholders’ Equity (Deficit)	F-4
Statements of Cash Flow	F-5
Notes to the Financial Statements	F-6
Item 9. Controls and Procedures.	30
Item 9B. Other Information.	31
PART III
Item 10. Directors, Executive Officers and Corporate Governance.	31
Item 11. Executive Compensation	34
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	35
Item 13. Certain Relationships and Related Transactions, and Director Independence.	35
Item 14. Principal Accountant Fees and Services.	36
PART IV
Item 15. Exhibits, Financial Statement Schedules.	37
CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

The information contained in this Annual Report on Form 10-K includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

 

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.

 

In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

 

For a discussion of the risks, uncertainties, and assumptions that could affect our future events, developments or results, you should carefully review the “Risk Factors” set forth under “Item 1. Description of Business". In light of these risks, uncertainties and assumptions, the future events, developments or results described by our forward-looking statements herein could turn to be materially different from those we discuss or imply.

 

 

PART I

 

Item 1. Description of Business.

 

Organization

 

We were incorporated under the laws of the State of Nevada on February 27, 2014, with fiscal year end in December 31, under the original name Tech Foundry Ventures, Inc. On April 28, 2014, we filed a Certificate of Correction to our Articles of Incorporation to correct a typographical error in our Articles of Incorporation to state that the total number of authorized shares were 110,000,000, $0.0001 par value rather than 100,000,000, $0.001 par value. On March 3, 2016, our Board and majority shareholders approved an amendment to our Articles of Incorporation by adding Articles Twelve through Fourteen, which, in summary: (i) grants the board the right to amend, alter, change or repeal any provision in the Articles; (ii) authorizes the Board, without the consent of the shareholders, to adopt any recapitalization affecting the outstanding securities by effecting a forward or reverse splits of all of the outstanding securities, provided the recapitalization does not require any amendment to the Articles; and (iii) authorizes the Board to change our name without shareholder approval. On July 6, 2016, we changed our name to Nevada Canyon Gold Corp.

 

We have never been party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.

 

We were a consulting service company, which provided management and consulting services to early and middle stage start-ups. We were engaged by our first client in June 2015. In December 2015, we changed our business to mineral exploration, when we acquired all of Nevada Canyon Gold Corporation’s - a privately held Nevada corporation (“NCG”) - rights, titles and interests in and to an exploration agreement, dated for reference September 15, 2015, with an option to form a joint venture (the “Agreement”) with Walker River Resources Corp., a Canadian public company (TSX.V:WRR) on its wholly-owned Lapon Canyon Gold Project (“Lapon Canyon Project”, or “the Property”).

 

To acquire full consideration for all rights in and to the Agreement we paid NCG $65,000, which consisted of an initial cash deposit payment of $25,000, and a second cash payment of $30,000; the balance of $10,000 was paid through the issuance of 1,000,000 of our restricted common shares at a price of $0.01 per common share.

 

The Agreement does not grant us an interest in or to the Property, or any equity interest in WRR, but rather, grants us the right to earn up to an undivided 50% interest in the Property by incurring eligible expenditures of $500,000 (over a two-year period) in exploration and other expenses required to carry out a work program established and operated by WRR on the Property (the “Eligible Expenses”). Thereafter, the Agreement grants us an option to enter into a joint venture with WRR for further exploration and development of the Property.

 

We have had limited operations and have limited financial resources having raised $85,000 in our initial public offering and further $375,000 through our private placement offering completed on June 21, 2016. Our auditors have expressed substantial doubt about our ability to continue as a going concern. As of December 31, 2016, we had accumulated losses in the amount of $436,503, and incurred $278,834 in Eligible Expenses associated with the exploration program as required under the Agreement. In order to maintain our interest, we are required to invest an additional $221,166 over the next year. We had $51,789 in cash with working capital deficit of $39,403, therefore we believe that our present capital is not sufficient to cover our budgeted expenditures for the next 12 months. As such, we plan to support our operations including the exploration program through additional equity or debt financing; however, there can be no assurance that we will be successful in our efforts to raise additional capital.

 

On February 28, 2014, we issued 210,000,000 shares (70,000,000 common shares each) of our $0.0001 par value common stock, valued at $0.0001 per share, to our three founders, Jeffrey Cocks, our Chief Executive Officer, Michael Levine, our director, and BCIM Management, LP, in exchange for their services associated with our formation, organization, and development of our business model and website. Our board of directors valued these services at $0.0001 per share, or $700, respectively. On April 4, 2016, our founders tendered 180,000,000 shares of common stock for cancellation (60,000,000 shares each). These shares were cancelled and returned to the Company’s treasury to a status of authorized but unissued.

 

 

On April 28, 2016, we split our common stock on a 10:1 basis without affecting the par value. All shares and per share amounts have been retroactively restated to account for the split.

 

Our principal business, executive and registered statutory office is located at 316 California Avenue, Suite 543, Reno, NV 89509 and our telephone number is (888) 909-5548, fax is (888) 909-1033 and email contact is info@nevadacanyongold.com. Our website address is www.nevadacanyongold.com.

 

Business

 

We are an exploration stage Company and only recently begun our exploration operations.

 

We are a party to an Agreement with option to form a joint venture with Walker River Resources Corp. on its wholly-owned Lapon Canyon Gold Project located approximately 40 miles southeast of Yerington, Nevada. The Agreement does not grant us an interest in or to the Property, or any equity interest in WRR, but rather, grants us the right to earn up to an undivided 50% interest in the Property by incurring eligible expenditures of $500,000 (over a two-year period) in exploration and other expenses required to carry out a work program established and operated by WRR on the Property (the “Eligible Expenses”). Thereafter, the Agreement grants us an option to enter into a joint venture with WRR for further exploration and development of the Property.

 

Even if we complete our current exploration programs and are successful in identifying a mineralized deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit, called a reserve.

 

We commenced exploration of the Property in early 2016 with what we anticipated is sufficient funding for approximately one year of operations. In order to continue our exploration activities we will be required to source additional cash through equity or debt financing, or by borrowing the funds from our management. We did not buy or sell any significant equipment during the past twelve months and do not anticipate buying or selling any significant equipment in the following 12 months either. If we find mineralized materials in the Property, we have no intention to develop the reserves ourselves, but rather, we will attempt to find a mining operations company to whom we can sell the property or with whom we can enter into a business arrangement to put the ore deposit into operation.

 

We do not intend to hire employees at this time. All of the work on the Property is being conducted by WRR, who is responsible for surveying, geology, engineering, exploration, and excavation, and we are responsible for paying all of the expenses incurred in such activities. As of October 15, 2016, we have incurred required $250,000 in Eligible Expenses, and earned the 25% interest to the Property. Once we have paid an additional $250,000, we will have earned an additional 25% interest, for a total 50% in the Property.

 

One of our directors is present on the Property as a representative for the Company during most exploration operations. If we hire an independent geologist, he/she will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

 

Mineral property exploration is typically conducted in phases. We began our exploratory drilling campaign to determine if there is sufficient mineralization on the property to warrant continued exploration and development activities. We estimate the cost of the drilling, shipping samples, as well as geological mapping, rock chip sampling, grid establishment, hiring geologists, and soil sampling, to be approximately $500,000, which is the amount we expect to pay in order to acquire a 50% interest in the Property.

 

After the completion of the first phase of the exploration program, we will review the results and conclusions and evaluate the advisability of additional exploration work on the Property.

 

 

If we are unable to complete any phase of exploration because we don’t have enough funds, we will cease activities until we raise more money. At the present time, we have made arrangements to raise the additional funds required to do advanced exploration but not to place our Property into production. If we need additional cash and cannot raise it, we will either have to suspend activities until we do raise the cash, or cease activities entirely. Other than as described in this paragraph, we have no financing plans.

 

Lapon Canyon Gold Project

 

Location and means of access

 

The Lapon Canyon Gold Project (the “Lapon Project”, or the “Property”) consists of 36 claims (720 acres) situated in the Wassuk Range, easily accessible by secondary state roads from the main highway (40 miles) south of Yerington, Nevada. A state grid power transmission line passes within 2 miles of the Property.

 

Geology and Mineralization

 

The Lapon Project is located within the Walker Lane shear zone, a 60 mile wide structural corridor extending in a southeast direction from Reno, Nevada. Within this trend, numerous gold, silver, and copper mines are located, notably the historic Comstock Lode mines in Virginia City, the past producing Esmeralda/Aurora gold mine, with reported production of some one million ounces, as well as the Anaconda open pit copper mine in Yerington. Nevada Copper’s new mine, Pumpkin Hollow, is also located within the Wassuk Range about 15 miles north of Lapon.

 

The Lapon project is cut by a series of steeply dipping cross fault structures cutting across the Walker trend, analogous to other cross fault structures responsible for many gold and base metal deposits in the world. These faults are heavily sheared and altered (sericite, iron oxides) with abundant silica. They vary in width from 200 to 1000 feet. Four of these structures have been discovered at Lapon, and at least two can be traced for over three miles. Gold mineralization is located within echelon structures within these faults. At least one of these shear zones, the Lapon Rose zone was the site of underground development, and shows a minimum strike length of 3 miles, has a width of over 200 feet and has a vertical extent of at least 2000 feet.

 

Exploration history

 

Small scale high grade mining began on the project in 1914. Approximately 2000 feet of drifts and raises were developed from two adits and a two-stamp mill was built. Further limited underground work was carried out, returning numerous assay values in the range of one ounce per ton, with a sample at the end of an adit returning 20.6 ounces per ton. (National Instrument 43-101, Montgomery and Barr, 2004).

 

2015 Exploration program

 

Walker River Resources Corp. began its initial exploration work in April 2015 with significant exploration progress made during 2015. Within the upper Lapon Rose Zone, gold mineralization in the form of Visible Gold was noted in two different locations within the upper adit. Due to intense alteration and shearing the on-site identification was found to be rather difficult; the samples were cut and studied using a microscope. The assays confirmed that the in situ rock is Porphyry, in all probabilities, a quart monzonite intrusive. Copper mineralization, in the form of malachite and chalcopyrite, has also been identified within the Lapon Rose Zone.

 

During the same exploration program a newly discovered shear/altered zone was discovered some 2000 feet east of the Lapon Rose Zone. Evidence of mining activities within this previously unknown zone were discovered with evidence of a collapsed mine portal.

 

Finally, another shear zone, some 3300 feet west of the Lapon Rose Zone, shows intense iron oxide mineralization and silicification, with the presence of a previously unknown adit into the center of this zone.

 

 

In the end of 2015, Walker River Resources Corp. completed an initial 5-hole reverse circulation (“RC”) drill program totalling 2500 feet on the Lapon Canyon Gold Project. The drill program was designed to test and confirm mineralization in an around the historical workings and mining on the Lapon Gold Project. The initial drill results confirmed the potential for the emplacement of significant gold mineralization on the Lapon Project.

 

2016 Exploration Program

 

During 2016, we completed a 9-hole RC drill program totaling 3400 feet on the Lapon Project. The drill program was designed to build on the results received from the 2015 drill program carried out by Walker River Resources Corp. continuing to test and confirm mineralization in and around the historical workings and mining on the Lapon Project.

 

RC drill hole LC 16-10 was designed to verify the position of previously reported, presently inaccessible mined out area. The drill hole successfully intersected the mined-out stope at the reported location and verified the width at some 26 feet at a depth of 223 feet. It is significant that the gold mineralization encountered in LC 16-10 was encountered from 180.12 to 220.14 feet, only 2.62 feet from the stope.

 

The additional drill results from the 2016 drill program continue to confirm the potential for the emplacement of significant gold mineralization on the Lapon Project.

 

Sampling Methodology, Chain of Custody, Quality Control and Quality Assurance

 

All sampling was conducted under the supervision of our project geologists and the chain of custody, from the drill to the sample preparation facility, was continuously monitored. A blank or certified reference material was inserted approximately every tenth sample. The Lapon samples were delivered to ALS Minerals certified laboratory facility in Reno, NV. The samples were crushed, pulverized and the sample pulps digested and analyzed for gold using fire assay fusion and a 50g gravimetric finish. Higher grade samples used a 1kg screen fire assay with screen to 100 microns and 50g gravimetric finish.

 

Competition

 

The mineral exploration business is an extremely competitive industry. We are competing with many other exploration companies looking for minerals. We are one of the smallest exploration companies and a very small participant in the mineral exploration business. Being a junior mineral exploration company, we compete with other similar companies for financing and joint venture partners, and for resources such as professional geologists, camp staff, helicopters and mineral exploration contractors and supplies. We do not represent a competitive presence in the industry.

 

Raw materials

 

The raw materials for our exploration programs include camp equipment, hand exploration tools, sample bags, first aid supplies, groceries and propane. All of these types of materials are readily available from a variety of local suppliers.

 

Dependence on Customers

 

As a junior exploration company, we have no customers.

 

Trademarks and Patents

 

We have no intellectual property such as patents or trademarks, and, other than the obligation under our option to acquire an interest in the Lapon Canyon Project that we discussed under the “Business” section, no royalty agreements or labor contracts.

 

 

Need For Any Government Approval of Principal Products or Services

 

We are not required to obtain permits or submit operational plans in order to conduct exploration on the Lapon Project. The mining business, however, is subject to various levels of government controls and regulations, which are supplemented and revised from time to time. We cannot predict what additional legislation or revisions might be proposed that could affect our business or when any proposals, if enacted, might become effective. Such changes, however, could require more operating capital and expenditures and could prevent or delay some of our operations.

 

The various levels of government controls and regulations address, among other things, the environmental impact of mining and mineral processing operations. For mining and processing, legislation and regulations in various jurisdictions establish performance standards, air and water quality emission standards and other design or operational requirements for various components of operations, including health and safety standards. Legislation and regulations also establish requirements for decommissioning, reclaiming and rehabilitating mining properties following the cessation of operations, and may require that some former mining properties be managed for long periods of time. As we are not mining or processing, and are unlikely to do so for some years, we have not investigated these regulations.

 

None of the exploration work that we have completed to date requires an environmental permit, however, we must ensure timely repair of any damage done to the land during exploration.

 

We believe that we are in substantial compliance with all material government controls and regulations on the Lapon Project.

 

Research and Development

 

We have not spent any money on research and development activities.

 

Employees

 

At the present time, we do not have any employees other than our sole officer who devotes his time as needed to our business and expects to devote 10 hours per week in 2017.

 

Legal Proceedings

 

We are not involved in any legal proceedings nor are we aware of any pending or threatened litigation against us. Neither our sole officer nor our directors are party to any legal proceeding or litigation. None of our directors or our sole officer have been convicted of a felony or misdemeanor relating to securities or performance in corporate office.

 

Item 1A. Risk Factors.

 

We are subject to those financial risks generally associated with early stage enterprises. Since we have sustained losses since inception, we will require financing to fund our development activities and to support our operations and will independently seek additional financing. However, we may be unable to obtain such financing. We are also subject to risk factors specific to our business strategy and the mining and exploration industry.

 

RISKS ASSOCIATED WITH OUR COMPANY AND INDUSTRY

 

The following are certain risk factors that could affect our business, financial position, results of operations or cash flows. These risk factors should be considered along with the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause our actual results or financial condition to differ materially from those projected in forward-looking statements. The following discussion is not an all-inclusive listing of risks, although we believe these are the more material risks that we face. If any of the following occur, our business, financial position, results of operations or cash flows could be negatively affected. We caution the reader to keep these risk factors in mind and refrain from attributing undue certainty to any forward-looking statements, which speak only as of the date of this Annual Report.

 

 

We are an exploration stage company that was incorporated on February 27, 2014 and for the period from February 27, 2014 (inception) through December 31, 2016, we only generated $4,000 in revenues from our consulting services, which we terminated in December 2015. We have a limited operating history upon which an evaluation of our future prospects can be made. From February 27, 2014 (inception) to December 31, 2016, we have incurred a net loss of $436,503. Such prospects must be considered in light of the substantial risks, expenses and difficulties encountered by new entrants into the mining and mineral exploration industry. Our ability to achieve and maintain profitability and positive cash flow is highly dependent upon a number of factors. Based upon current plans, we expect to incur losses in future periods as we incur expenses associated with our exploration program. Further, we cannot guarantee that we will be successful in realizing future revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares.

 

As a public company, we will have to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of this compliance could be significant. If our revenues are insufficient, and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costs in the normal course of business that would result in our being unable to continue as a going concern.

 

Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

 

Our auditor’s report on December 31, 2016, financial statements express an opinion that substantial doubt exits as to whether we can continue as an ongoing business. Moreover, our officers may be unable or unwilling to loan or advance us any funds. See "Audited Financial Statements – Auditors Report.”

 

We had a net loss of $297,509 for the year ended December 31, 2016. Our future is dependent upon our ability to obtain financing and upon future profitable operations. We plan to seek additional funds through private placements of our common stock which may result in substantial dilution to our existing shareholders. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event we cannot continue in existence.

 

Key management personnel may leave us, which could adversely affect our ability to continue operations.

 

We are entirely dependent on the efforts of Jeffrey Cocks, our president and director, and Michael Levine, a director. The loss of our officer and directors, or of other key personnel hired in the future, could have a material adverse effect on the business and its prospects. There is currently no employment contract by and between any officer/director and us. Also, there is no guarantee that replacement personnel, if any, will help us to operate profitably. They have been, and continue to expect to be able to commit approximately 10 hours per week of their time, to the continued implementation of our business plan. If management is required to spend additional time with their outside employment, they may not have sufficient time to devote to us and we would be unable to continue to implement our business plan resulting in the business failure.

 

We do not maintain key person life insurance on our officer and directors.

 

If we are unable to obtain additional funding our business operation will be harmed, and if we do obtain additional funding, our then existing shareholders may suffer substantial dilution.

 

We have limited financial resources. As of December 31, 2016, we had $51,789 in cash on hand and $131,797 in assets. From April 2014 to December 31, 2016, our initial three shareholders have advanced us $98,000 to cover our working capital expenses. We have raised $85,000 in our initial public offering and $375,000 in private placement. If we are unable to develop our business or secure additional funds our business would fail and our shares may be rendered worthless. We may seek to obtain debt financing as well. There is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay any indebtedness, or that we will not default on our debt obligations, jeopardizing our business viability. Furthermore, we may not be able to borrow or raise additional capital in the future to meet our needs, or to otherwise provide the capital necessary to conduct our business. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our business plans and possibly cease our operations. Any additional equity financing may involve substantial dilution to our then existing shareholders.

 

 

General domestic and international economic conditions could have a material adverse effect on our operating results and common stock price and our ability to obtain additional financing.

 

As a result of the current economic downturn and macro-economic challenges currently affecting the economy of the United States and other parts of the world, some of the exploration programs that we may plan could suffer delays or postponement until the economy strengthens, which could in turn effect our ability to obtain additional financing. We anticipate our revenues to be derived from the sale of ore, which could suffer if customers are suffering from the economic downturn. During weak economic conditions, we may not experience any growth if we are unable to obtain financing to enable us to continue our planned operations.

 

Because Jeffrey Cocks, our officer and director and Michael Levine, our director, reside outside of the United States, it may be difficult for an investor to enforce any right based on U.S. federal securities laws against Messrs. Cocks and Levine, or to enforce a judgment rendered by a United States court against Messrs. Cocks and Levine.

 

While our principal office and operations are located in the United States, Mr. Cocks, our officer and director and Mr. Levine, our director, are non-residents of the United States. Therefore, it may be difficult to effect service of process on Messrs. Cocks and Levine in the United States, and it may be difficult to enforce any judgment rendered against Messrs. Cocks and Levine. As a result, it may be difficult or impossible for an investor to bring an action against Messrs. Cocks and Levine in the event that an investor believes that such investor’s rights have been infringed under the U.S. securities laws, or otherwise. Even if an investor is successful in bringing an action of this kind, it is uncertain whether the laws of Canada may enable that investor to enforce a judgment against the assets of Messrs. Cocks and Levine. As a result, our shareholders may have more difficulty in protecting their interests through actions against our management, directors or major shareholders, compared to shareholders of a corporation whose officers and directors reside within the United States.

 

In the future we may seek additional financing through the sale of our common stock resulting in dilution to existing shareholders.

 

The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing shareholders. This means that, if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding, which will result in a reduction in the value of an existing shareholder’s interest. To raise additional capital, we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.

 

We cannot guarantee we will be successful in generating revenue in the future or be successful in raising funds through the sale of shares to pay for our business plan and expenditures. As of the date of this Annual Report on Form 10-K, we have earned minimal revenue. Failure to generate additional revenue will cause us to go out of business, which will result in the complete loss of investment.

 

We do not have any intellectual property and, if we develop any, may not be able to adequately protect it from infringement by third parties.

 

Our business plan is significantly dependent upon results of our exploration activities on the Lapon Canyon Gold Property. We do not currently have any intellectual property. In the event that we develop intellectual property in the future, there can be no assurance that we will be able to control all of the rights for all of our future intellectual property or trade secrets that we may develop. We may not have the resources necessary to assert infringement claims against third parties who may infringe upon these future intellectual property rights. Litigation can be costly and time consuming and divert the attention and resources of management and key personnel. We cannot assure you that we can adequately protect any future intellectual property or successfully prosecute potential infringement of any future intellectual property rights. Also, we cannot assure you that others will not assert rights in, or ownership of, trademarks and other proprietary rights that we may obtain, or that we will be able to successfully resolve these types of conflicts to our satisfaction. Our failure to protect any future intellectual property rights may result in a loss of revenue and could materially adversely affect our operations and financial condition.

 

 

Our officer and directors may have conflicts in allocating their time to our business.

 

Our officer and directors are required to commit time to our affairs and, accordingly, may have conflicts of interest in allocating management time among various business activities including Mr. Cocks’ competing businesses. Mr. Levine’s current business in Canada is limited to music royalties, primarily the licensing of the rock group Triumph’s music rights; therefore, we do not believe that he presently has any conflicts with us. In the course of other business activities, they may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. Messrs. Cocks and Levine have orally agreed that any business opportunities that they come across in the United States will be presented to our Company and that any opportunities that they come across in Canada will be made available to their other businesses.

 

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

 

We are subject to the periodic reporting requirements of the Exchange Act that will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.

 

We are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

 

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

	●	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
	●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and/or our directors; and

 

 

●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

 

Our board of directors has significant control over us and we have not established committees comprised of independent directors.

 

We have only two directors one of whom holds all of our officer positions. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. In addition, since we only have two directors, they have significant control over all corporate issues. We do not have an audit or compensation committee comprised of independent directors. Our two directors performing these functions are not independent directors. Thus, there is a potential conflict in that our directors are also engaged in management and participate in decisions concerning management compensation and audit issues that may affect management performance.

 

Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our directors’ decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

 

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

 

As an “Emerging Growth Company” under The Jobs Act, we are permitted to rely on exemptions from certain disclosure requirements

 

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

	●	have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
	●	provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;
	●	comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
	●	submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;" and
	●	disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

 

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.

 

Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

RISKS RELATING TO OUR JOINT VENTURE AND THE GOLD MINING INDUSTRY

 

No known reserves.

 

The probability of a mining claim having the necessary quantity and quality of ore to result in a profitable mining operation is uncertain and our claims, even with large investments by us, may never generate a profit.

 

We are dependent upon the successful exploration of our mining property and the discovery of valuable mineralization on the property for success. All anticipated future revenues would come directly or indirectly from the Lapon Canyon Project (the “Property”). Should we fail to locate economically extractable mineralization on our property, or enter into an agreement to option and sell our interests to mining production Company, we will have no revenue and our business will fail.

 

Mineral deposit estimates are imprecise and subject to error.

 

Mineral deposit estimation calculations, when made, may prove unreliable. Assumptions made regarding the supporting data may prove inaccurate and unforeseen events may lead to further inaccuracies. Sample variability, mining and processing adjustments, environmental changes, metal price fluctuations, and law and regulation changes are all factors that could lead to deviances from any original estimations. The Lapon Canyon Project has no known ore reserves. Despite future investment in exploration activities, there is no guarantee our joint venture partner will locate a commercially viable ore deposit or reserve. Most exploration projects do not result in discovery of commercially viable and mineable ore deposits. With little capital available, it may have to limit its exploration, which decreases the chances of finding a commercially viable ore body. Even if potentially promising mineralization is identified, the Lapon Canyon Project may not be put into production due to many factors, including high extraction costs, low gold prices, or inadequate amount and reduced recovery rates. If the exploration activities do not suggest a commercially successful prospect, then our joint venture partner may altogether abandon plans to pursue efforts to develop the property.

 

The Joint Venture’s future operations may be adversely affected by future governmental and environmental regulations and permitting.

 

Environmental regulations may negatively affect the progression of operations and these regulations may become stricter in the future. In the U.S., all mining is regulated by Federal and State level government agencies. Obtaining licenses and permits from these agencies as well as an environmental impact study for each mining property must be completed before starting mining activities. These are expensive and affect the timing of operations. Pollution can be anticipated with mining activities. If our joint venture partner is unable to comply with current or future regulations, this may expose the joint venture to fines, penalties and litigation that could cause the joint venture business to fail.

 

 

Further, the laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the U.S. or Nevada may be changed, applied or interpreted in a manner which will fundamentally alter the ability for the joint venture to carry on its business.

 

The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our joint venture’s ability to operate and/or its profitably.

 

The Joint Venture is subject to inherent mining hazards and risks that may result in future financial obligations.

 

Risks and hazards associated with the mining industry may adversely affect the joint venture’s proposed operations such as but not limited to: political and country risks, industrial accidents, labor disputes, inability to retain necessary personnel or equipment, environmental hazards, unexpected geologic formations, cave-ins, landslides, flooding and monsoons, fires, explosions, power outages, processing problems. Personal injury and death could result as well as property damage, delays in mining, environmental damage, legal liability and monetary loss. The joint venture may not be able to obtain insurance to cover these risks at economically reasonable premiums. It does not carry any sort of insurance and may have difficulties obtaining such once operations start as insurance is generally sparse and cost prohibitive.

 

The joint venture’s financial performance depends on the successful operation of its proposed exploration activities on the Property, which are subject to various operational risks and our agreement to invest up to $500,000 over a two-year period in the joint venture.

 

There is no assurance our joint venture partner will be successful in its proposed mining exploration activities. Our joint venture financial performance depends on the successful operation of its proposed exploration activities, which are being conducted by Walker River and partially (50%) paid for by us if we are able to fulfill the terms of our agreement with them, which requires us to invest $500,000 over a two-year period. The cost of operation and maintenance and the results of the proposed activities may be adversely affected by a variety of factors, including the following:

 

	●	regular and unexpected maintenance and replacement expenditures;
	●	shutdowns due to the breakdown or failure of our equipment;
	●	labor disputes;
	●	the presence of hazardous materials on our planned project sites;
	●	catastrophic events such as fires, explosions, earthquakes, landslides, floods, releases of hazardous materials, severe storms or similar occurrences affecting our proposed exploration activities; and
	●	unforeseen results and problems inherent in mining and exploration activities.

 

Any of these events could significantly increase the expenses incurred in the joint venture’s planned exploration and could materially and adversely affect its business, financial condition, future results and cash flow, if any.

 

The joint venture’s proposed exploration is subject to substantial risks, including:

 

	●	unanticipated cost increases;
	●	shortages and inconsistent qualities of equipment, material and labor;
	●	work stoppages;
	●	inability to obtain permits and other regulatory matters; and
	●	failure by key suppliers, component manufacturers and vendors to timely and properly perform.

 

Any one of these risks, or other unanticipated factors, could give rise to delays and cost overruns. There can be no assurance that the joint venture will ever successfully complete its proposed exploration, or become profitable.

 

 

We do not expect positive cash flow from the future joint venture operations for the foreseeable future. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our investment in the joint venture business and as a result the joint venture partner may be required to scale back or cease operations for the business.

 

We do not expect positive cash flow from the joint venture operations for the foreseeable future. Completion of the exploration, permitting, and other work required before determining that a mineral deposit can be placed into production can take over 10 years in the best of circumstances. There is no assurance that actual cash requirements will not exceed the joint venture’s estimates. In particular, additional capital may be required in the event that:

 

	●	drilling, exploration and completion costs for the Lapon Canyon Project increase beyond our joint venture’s partner’s expectations; or
	●	it encounters greater costs associated with general and administrative expenses or other costs.

 

The occurrence of any of the aforementioned events could adversely affect its ability to meet its business plans.

 

We will depend almost exclusively on outside capital to pay for the continued exploration and development of the joint venture Property. If we are unable to raise sufficient funds to honor our agreement with WRR, then it may not have sufficient funds to explore the Property to the extent it may find necessary to determine the quantity and quality of any orders that may be in or on the Property, and most importantly, whether it can find a mining operation company to enter into a business venture with it. Such outside capital may include the sale of additional stock and/or commercial borrowing. We can provide no assurances that any financing will be successfully completed.

 

Capital may not be available if and when necessary to meet these continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

 

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our interest in the joint venture business and as a result may be required to have our interest reduced or our joint venture partner may cease future operations for its business, the result of which would be that our stockholders would lose some or all of their investment.

 

As the joint venture Property is in the pre-exploration stage, there can be no assurance that our joint venture partner will identify commercially viable qualities and quantities of mineralization on the Property.

 

Exploration for mineralization is subject to a number of risk factors. Few properties that are explored are ultimately developed into producing mines. The Property is only in the pre-exploration stage and is without any identified economically extractable mineralization. Our joint venture partner may not establish commercially viable quantities and qualities of economically extractable mineralization on the Lapon Canyon Project (or on any future property it may acquire) and, even if it does, there is no guarantee that it will be able to interest a third-party mining company to enter into a business arrangement, e.g., option to purchase arrangement with it, which could cause the joint venture business to fail.

 

Because we anticipate the joint venture’s operating expenses will increase prior to it earning revenues, it may never achieve profitability and we may never achieve a return on our investment in it.

 

Prior to completion of the exploration stage, our joint venture partner anticipates that it will incur increased operating expenses without realizing any revenues. It therefore expects to incur significant losses into the foreseeable future. We recognize that if it is unable to generate significant revenues from the exploration of its mineral claims, it will not be able to earn profits or continue future proposed operations, which will adversely affect us. There is no history upon which to base any assumption as to the likelihood that it will prove successful, and it can provide no assurance that it will generate any revenues or ever achieve profitability. If it is unsuccessful in addressing these risks, our joint venture business will most likely fail.

 

 

Because of the inherent dangers involved in mineral exploration, there is a risk that our joint venture partner may incur liability or damages as it conducts its business.

 

The search for valuable mineralization involves numerous hazards. As a result, our joint venture partner may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which it cannot insure or against which it may elect not to insure. At the present time it does not have any coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on its financial position and our investment in the joint venture.

 

If our joint venture partner’s exploration costs are higher than anticipated, then its exploration activities will be adversely affected.

 

Our joint venture partner is currently conducting its exploration of the Property on the basis of estimated exploration costs. If its exploration costs are greater than anticipated, then it will not be able to carry out all of its planned exploration of the Property. Factors that could cause exploration costs to increase are: adverse weather conditions, difficult terrain and shortages of qualified personnel, among others.

 

The price of gold is volatile and a decrease in gold prices could cause us to incur losses.

 

Our joint venture partner will be exploring primarily for gold on the Property. The profitability of gold exploration and production is directly related to the prevailing market price for gold. The market prices of metals, including the gold market, fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions. Price fluctuations in gold market from the time exploration is undertaken and the time production can commence can significantly affect the profitability of a mine. Accordingly, our joint venture partner may begin to explore for gold at a time when the price of gold or other related mineral make such exploration economically feasible and, subsequently, incur losses because prices have decreased. Adverse fluctuations of metals market prices or the continued decline in the gold market, generally, may force it to curtail or cease the joint venture business operations.

 

The costs of compliance with environmental laws and of obtaining and maintaining environmental permits and governmental approvals required for construction and/or operation, which currently are significant, may increase in the future and could materially and adversely affect our business, financial condition, future results and cash flow; any non-compliance with such laws or regulations may result in the imposition of liabilities which could materially and adversely affect our business, financial condition, future results and cash flow.

 

Our joint venture mining partner is required to comply with numerous federal, state and local statutory and regulatory environmental standards and to maintain numerous environmental permits and governmental approvals required for construction and/or operation. Some of the environmental permits and governmental approvals that may be issued to the joint venture project may contain conditions and restrictions, including restrictions or limits on emissions and discharges of pollutants and contaminants, or may have limited terms. If it fails to satisfy these conditions or comply with these restrictions, or with any statutory or regulatory environmental standards, it may become subject to regulatory enforcement action and the operation of the projects could be adversely affected or be subject to fines, penalties or additional costs. In addition, it may not be able to renew, maintain or obtain all environmental permits and governmental approvals required for the continued operation or further development of the projects. As of the date of this Annual Report, our joint venture partner has not yet obtained certain permits and government approvals required for the continuation and successful operation of projects under construction or enhancement. Its failure to renew, maintain or obtain required permits or governmental approvals, including the permits and approvals necessary for operating projects under construction or enhancement, could cause its operations to be limited or suspended. Environmental laws, ordinances and regulations affecting it can be subject to change and such change could result in increased compliance costs, the need for additional capital expenditures, or otherwise adversely affect us.

 

 

Our joint venture partner could be exposed to significant liability for violations of hazardous substances laws because of the use or presence of such substances at its project.

 

The Lapon Project is subject to numerous federal, state and local statutory and regulatory standards relating to the use, storage and disposal of hazardous substances. It will use propane and industrial lubricants and other substances on the Property which are or could become classified as hazardous substances. If any hazardous substances are found to have been released into the environment at or by the Property in concentrations that exceed regulatory limits, it could become liable for the investigation and removal of those substances, regardless of their source and time of release. If it fails to comply with these laws, ordinances or regulations (or any change thereto), it could be subject to civil or criminal liability, the imposition of liens or fines, and large expenditures to bring the project into compliance. Furthermore, in Nevada, it may be held liable for the cleanup of releases of hazardous substances at other locations where it arranged for disposal of those substances, even if it did not cause the release at that location. The cost of any remediation activities in connection with a spill or other release of such substances could be significant.

 

The joint venture operations are subject to permitting requirements which could require it to delay, suspend or terminate its operations on its mining property.

 

Our joint venture partner’s exploration activities on the Lapon Canyon Project, and other properties it may acquire, require permits from the BLM, and several other governmental agencies. It may be unable to obtain these permits in a timely manner, on reasonable terms or at all. If it cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, its timetable and business plan for exploration of the Lapon Canyon Project will be adversely affected. WRR has no current plans to acquire any other property.

 

Our joint venture partner’s exploration activities may not be commercially successful, which could lead it to abandon its plans to seek a mining production company to develop or purchase it’s Property, and thereby lose the investment we made in the joint venture.

 

Our joint venture partner’s long-term success depends on its ability to identify commercially viable and mineable mineralization deposits on the Lapon Canyon Project that it can then, using its best business judgment, determine whether any such deposits can be developed into a commercially viable mining operation. Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment or labor. The success of exploration is determined in part by the following factors:

 

	●	the identification of potential silver and/or gold mineralization based on evaluation of the host rock, alteration, structure, geochemistry and proper sampling;
	●	availability of government-granted operation permits;
	●	the quality of our management and our geological and technical expertise; and
	●	the capital available for exploration.

 

Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. Our joint venture partner may invest significant capital and resources in exploration activities and abandon such investments if it is unable to identify commercially exploitable mineral deposits. The decision to abandon its Lapon Project may have an adverse effect on the market value of our securities and its and our ability to raise future financing. We cannot assure you that our joint venture partner will discover or acquire any mineralized material in sufficient quantities on the Property to justify commercial operations, or that it will be able to find a mining operator who is willing and able to enter into a business venture with it.

 

 

Actual capital costs, operating costs, production and economic returns may differ significantly from those our joint venture partner has anticipated and there are no assurances that its exploration activities will result in identification of commercially viable quantities and qualities of mineable ores.

 

Our joint venture partner’s estimated operating and exploration costs for the Lapon Canyon Project are based on limited information available to it and that it believes to be accurate. However, costs for labor, regulatory compliance, energy, mine and plant equipment and materials needed for exploration may significantly fluctuate. In light of these factors, actual costs related to its proposed budgeted exploration costs may exceed any estimates it may make. It does not have an operating history upon which it can base estimates of future operating costs related to Lapon Canyon Project, and it intends to rely upon its future economic feasibility of the Project and any estimates that may be contained therein. Studies derive estimates of cash operating costs based upon, among other things:

 

	●	anticipated tonnage, grades and metallurgical characteristics of the material to be mined and processed;
	●	anticipated recovery rates of gold and other metals from the material;
	●	cash operating costs of comparable facilities and equipment; and
	●	anticipated climatic conditions and availability of water.

 

Capital and operating costs, production and economic returns, and other estimates contained in feasibility studies may differ significantly from actual costs, and there can be no assurance that our actual capital and operating costs will not be higher than anticipated or disclosed.

 

A shortage of critical equipment, supplies, and resources could adversely affect our exploration activities.

 

Our joint venture partner is dependent on the availability of certain equipment, supplies and resources for it to carry out our mining exploration activities, including input commodities, drilling equipment and skilled labor. A shortage in the market for any of these factors could cause unanticipated cost increases and delays in delivery times, which could in turn adversely impact exploration schedules and costs.

 

Historical production at the Lapon Canyon Project may not be indicative of the potential for future development.

 

The Lapon Canyon Project is not in commercial production, and, since acquiring its interests, our joint venture partner has never recorded any revenues from commercial production at the Property. The fact that there were limited historical mining operations in the mining district surrounding the Property should not be relied upon as an indication that it will ever find commercially mineable quantities and qualities of extractable mineralization on its Property or have future successful commercial operations on its Property. In fact, based on the information available to us, which we have reviewed, none of the historical mining operations were successful.

 

We currently do not have sufficient funds, nor does our joint venture partner intend to bring the Property into commercial operation or production, and it expects that it will require additional financing in the future.

 

Our joint venture partner does not currently have any proposed plans or sufficient capital for sustained operations, specifically including the mining, processing and production of minerals from any ores which may be identified during its exploration activities. Our future financing needs may be substantial if our joint venture partner encounters unexpected costs or delays at this early stage of exploration of the Property. If we are unable to raise sufficient funds to honor the financing obligation under our agreement, then we may lose our interest in the joint venture.

 

Failure to obtain sufficient financing to satisfy our financial obligations under our joint venture agreement may result in the delay or indefinite postponement of exploration, drilling or other mining activities at the Lapon Canyon Project. Furthermore, even if we raise sufficient additional capital, there can be no assurance that our joint venture partner will achieve success in its exploration activities. In addition, any future equity offering that we engage in or that our joint venture partner will offer, will further dilute our equity interest or joint venture interest and any future debt financing will require it or us to dedicate a portion of our cash flow, if any, to payments on indebtedness and will limit its or our flexibility in planning for or reacting to changes in our business.

 

 

We are strictly a joint venture partner that has acquired an exploration interest and have no intent or plans to engage in operations involving the mining, processing and/or production of minerals from orders, if any, which our joint venture partner may discover on its property during its exploration activities. In the event our joint venture partner’s exploration operations determine that it has ores which may warrant further mining operations, it is its intent to seek to identify a mining production company to purchase or option the joint venture interests in the property, which may have an interest and capability to conduct further mining operations on the property and enter into some type of business arrangement with such company relating to the Property.

 

If the development of one or more claims included in our Lapon Project is found to be economically feasible, such claims will be subject to all of the risks associated with establishing new mining operations.

 

If the development of one or more of our joint venture partner’s mining claims included in the Lapon Project is found to be economically feasible, and it is unable to enter into a business arrangement with a mining company that engages in mining operations and production, such development will require obtaining permits and financing, and the construction and operation of mines, processing plants and related infrastructure. As a result, the project will be subject to all of the risks associated with establishing new mining operations, including:

 

	●	the timing and cost, which can be considerable, of the construction of mining and processing facilities and related infrastructure;
	●	the availability and cost of skilled labor, mining equipment and principal supplies needed for operations, including explosives, fuels, chemical reagents, water, power, equipment parts and lubricants;
	●	the availability and cost of appropriate smelting and refining arrangements;
	●	the need to obtain necessary environmental and other governmental approvals and permits and the timing of the receipt of those approvals and permits;
	●	the availability of funds to finance construction and development activities;
	●	industrial accidents;
	●	mine failures, shaft failures or equipment failures;
	●	natural phenomena such as inclement weather conditions, floods, droughts, rock slides and seismic activity;
	●	unusual or unexpected geological and metallurgic conditions;
	●	exchange rate and commodity price fluctuations;
	●	high rates of inflation;
	●	potential opposition from non-governmental organizations, environmental groups or local groups, which may delay or prevent development activities; and
	●	restrictions or regulations imposed by governmental or regulatory authorities.

 

The costs, timing and complexities of developing the joint venture projects may be greater than anticipated. Cost estimates may increase significantly as more detailed engineering work is completed on a project. It is common in mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up. We cannot provide assurance that activities will result in profitable mining operations at the mineral Property, or that we will derive financial benefits from such operations. Any one or more of these events identified above could have a material adverse effect on any revenues we may anticipate receiving from the Lapon Project.

 

Our joint venture partner’s operations involve significant risks and hazards inherent to the mining industry.

 

Our exploration operations involve the operation of large pieces of drilling and other heavy equipment. Hazards such as fire, explosion, floods, structural collapses, industrial accidents, unusual or unexpected geological conditions, ground control problems, cave-ins, flooding and mechanical equipment failure are inherent risks in our operations. Hazards inherent to the mining industry can cause injuries or death to employees, contractors or other persons at our mineral Property, severe damage to and destruction of our property, plant and equipment and mineral Property, and contamination of, or damage to, the environment, and can result in the suspension of our exploration activities and any future development and production activities. While the Company aims to maintain best safety practices as part of its culture, safety measures implemented by us may not be successful in preventing or mitigating future accidents.

 

 

In addition, from time to time we may be subject to governmental investigations and claims and litigation filed on behalf of persons who are harmed while at our Property or otherwise in connection with our operations. To the extent that we are subject to personal injury or other claims or lawsuits in the future, it may not be possible to predict the ultimate outcome of these claims and lawsuits due to the nature of personal injury litigation. Similarly, if we are subject to governmental investigations or proceedings, we may incur significant penalties and fines, and enforcement actions against us could result in the closing of certain of our mining operations. If claims and lawsuits or governmental investigations or proceedings are ultimately resolved against us, it could have a material adverse effect on our financial performance, financial position and results of operations. Also, if we conduct mining operations on property without the appropriate licenses and approvals, we could incur liability or our operations could be suspended.

 

The mining industry is very competitive.

 

The mining industry is very competitive. Much of our joint venture partner’s competition is from larger, established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, more effective risk management policies and procedures and/or a greater ability than us to withstand losses. Our joint venture partner’s competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion or efficiency of their operations than it can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to our joint venture partner’s detriment. It may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on its business, financial condition or results of operations.

 

The title to some of the joint venture’s mineral Property may be uncertain or defective, thus risking the investment in such Property.

 

The mineral Property in which we have a joint venture interest, and which our joint venture partner may acquire in the future, if any, may be subject to prior recorded and unrecorded agreements, transfers or claims, and title may be affected by, among other things, undetected defects. A title defect on any of its mineral Property (or any portion thereof) could adversely affect its ability to mine the property and/or process the minerals that it mines.

 

Title insurance is generally not available for mineral Property and our joint venture partner’s ability to ensure that it has obtained secure claim to individual mineral Property or mining concessions may be severely constrained. We rely on title information and/or representations and warranties provided by our joint venture partner’s grantors. Any challenge to its title could result in litigation, insurance claims and potential losses, delay the exploration and development of a property and ultimately result in the loss of some or all of our joint venture partner’s interest in the property. In addition, if it mines on property without the appropriate title, it could incur liability for such activities.

 

If our joint venture partner obtains insurance, it may not provide adequate coverage.

 

Our joint venture business and operations are subject to a number of risks and hazards including, but not limited to, adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground control problems, cave-ins, changes in the regulatory environment, metallurgical and other processing problems, mechanical equipment failure, facility performance problems, fires and natural phenomena such as inclement weather conditions, floods and earthquakes. These risks could result in damage to, or destruction of, our mineral Property or exploration equipment, personal injury or death, environmental damage, delays in exploration, increased exploration costs, asset write downs, monetary losses and legal liability.

 

We do not currently have insurance and do not have any plans to obtain insurance. Our joint venture partner’s property and liability insurance may not provide sufficient coverage for losses related to these or other hazards. Insurance against certain risks, including those related to environmental matters or other hazards resulting from exploration, is generally not available to us or to other companies within the mining industry. In addition, we do not carry business interruption insurance relating to the joint venture Property. Accordingly, delays in returning to any future exploration could produce near-term severe impact to our business. Any losses from these events may cause the joint venture to incur significant costs that could have a material adverse effect on our financial performance, financial position and results of operations.

 

 

Changes in the market price of gold, silver and other metals, which in the past has fluctuated widely, will affect the profitability of our joint venture operations and financial condition.

 

Our joint venture partner’s profitability and long-term viability depend, in large part, upon the market price of gold, copper, silver and other metals and minerals which may be produced from our mineral Property, and from which our joint venture may derive revenues under any agreement that we may enter into with a company that conducts mining operations on our Property. The market price of gold and other metals is volatile and is impacted by numerous factors beyond our control, including:

 

	●	sales by central banks and other holders, speculators and producers of gold and other metals in response to any of the below factors.
	●	the relative strength of the U.S. dollar and certain other currencies;
	●	interest rates;
	●	global or regional political, financial, or economic conditions;
	●	supply and demand for jewelry and industrial products containing metals; and
	●	expectations with respect to the rate of inflation;

 

A material decrease in the market price of gold and other metals could affect the commercial viability of our joint venture Property and any of our joint venture’s future anticipated development and production assumptions, if any. Lower gold prices could also adversely affect our joint venture’s ability to finance future development at all of its mining Property, all of which would have a material adverse effect on its financial condition and results of operations. There can be no assurance that the market price of gold and other metals will remain at current levels or that such prices will improve.

 

We will be relying on our third party joint venture partner to perform all of the exploration work.

 

We will be relying on WRR, our joint venture partner, to perform all of the exploration work on the Property subject to the Agreement. A management committee consisting of one WRR representative and one of our representatives, will be formed, with WRR having discretion to act in accordance with its judgment in the event of any failure of the two committee members to agree on any issue. In the event that WRR does not exercise skill and competence in the conduct of its operations, or fails to perform satisfactory quality of mining activities, in a timely manner and at an acceptable cost, our interests in the Agreement and the Property may be negatively impacted.

 

We are not a Company that engages in hands-on mining activities and must, therefore, rely on WRR to conduct all of such activities, and specifically operations related to exploration. WRR is the party that owns the Property and has entered into the Agreement with us, granting us the right to expend monies and earn an interest in the Property. Our anticipated future dependence upon WRR to conduct the mining exploration activities in a professional manner, all seeking to establish data supporting the presence of valuable ores in sufficient qualities and quantities to make the Property viable as a target for a mining production Company to purchase the Property or enter into a form of agreement with WRR and us. We, or our development partner WRR, may need to enter into additional agreements for the exploration activities. There can be no assurance that we or our partners can do so on favorable terms, if at all.

 

RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES

 

Participation is subject to risks of investing in micro capitalization companies.

 

Micro capitalization companies generally have limited product lines, markets, market shares and financial resources. The securities of such companies, if traded in the public market, may trade less frequently and in more limited volume than those of more established companies. Additionally, in recent years, the stock market has experienced a high degree of price and volume volatility for the securities of micro capitalization companies. In particular, micro capitalization companies that trade in the over-the-counter markets have experienced wide price fluctuations not necessarily related to the operating performance of such companies.

 

 

There has not been any established trading market for our common stock although our common stock is quoted on the OTC Link alternative trading system on the OTC PINK marketplace and we are eligible with the Depository Trust Company (“DTC”) to permit our shares to trade electronically. There can be no assurances as to whether

 

	(i)	any market for our shares will develop;
	(ii)	the prices at which our common stock will trade; or
	(iii)	the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

 

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of us and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

 

Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock would be subject to the penny stock restrictions.

 

Rule 3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $4.00 per share or with an exercise price of less than $4.00 per share, subject to a limited number of exceptions that are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

 

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

 

	●	the basis on which the broker or dealer made the suitability determination, and
	●	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.

 

 

Our management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

 

	●	control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
	●	manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
	●	“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by sales persons;
	●	excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
	●	wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

 

Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one.

 

Because insiders control our activities, they may cause us to act in a manner that is most beneficial to them and not to outside shareholders, which could cause us not to take actions that outside investors might view favorably and which could prevent or delay a change in control.

 

Our three founders own 29,700,000 common shares representing 67.42% of the outstanding common stock and our officer and directors hold approximately 45.18% of our outstanding common stock. As a result, they effectively control all matters requiring director and stockholder approval, including the election of directors, and the approval of significant corporate transactions, such as mergers and related party transactions. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.

 

The interests of shareholders may be hurt because we can issue shares of our common stock to individuals or entities that support existing management with such issuances serving to enhance existing management’s ability to maintain control of us.

 

Our directors have authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of us.

 

 

Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

 

Our Articles of Incorporation at Article Nine provides for indemnification as follows: “Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. The expenses of Officers and Directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Stockholders, provision of law, or otherwise, as well as their rights under this Article. Without limiting the application of the foregoing, the Stockholders or Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person. The indemnification provided in this Article shall continue as to a person who has ceased to be a Director, Officer, Employee, or Agent, and shall inure to the benefit of the heirs, executors and administrators of such person.”

 

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

 

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

 

We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

 

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.

 

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, requires the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

 

 

Because our directors are not independent directors, we do not currently have independent audit or compensation committees. As a result, our directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

 

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it costlier or deter qualified individuals from accepting these roles.

 

The access to information regarding our business may become limited because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.

 

We are subject to certain informational requirements of the Exchange Act, as amended and we will be required to file periodic reports (i.e., annual, quarterly and special reports) with the SEC which will be immediately available to the public for inspection and copying. Except during the year that our registration statement becomes effective, these reporting obligations may (in our sole discretion) be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8A. If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and the access to our business information would then be even more restricted. We will not be required to furnish proxy statements to security holders and our directors, officer and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders that are not accredited investors (or, alternatively, 2,000 or more total shareholders) and greater than $10 million in assets. This means that the access to information regarding our business will be limited.

 

We will incur ongoing costs and expenses for SEC reporting and compliance; without revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

 

Securities already quoted on the OTC Link alternative trading system on the OTC PINK marketplace that become delinquent in their required filings are removed following a 30 or 60 day grace period if they do not make their required filing during that time. In order for us to remain in compliance we will require further funding to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for our shareholders to resell any shares they may purchase, if at all.

 

For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.

 

 

Item 1B. Unresolved Staff Comments.

 

None.

 

Item 2. Properties.

 

We hold no real property. We do not presently own any interests in real estate. We moved our executive, administrative and operating offices in December 2015 to our sole officer and director, Jeffrey Cocks’ virtual office, located at 316 California Avenue, Suite 543, Reno, NV 89509. We do not have a written lease with the landlord and Mr. Cocks currently provides space to us at no cost. Our officer and directors will work remotely from Canada and intend to visit the Reno office every six weeks.

 

Item 3. Legal Proceedings.

 

We are not a party to any legal proceedings.

 

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.

 

Our common stock is quoted under the symbol NGLD on the OTC Link alternative trading system on the OTC PINK marketplace. Prior to July 28, 2016, our stock was quoted under the symbol TRYV. The table below presents the range of high and low bid quotes of our common stock for each quarter for the last two fiscal years as reported by the OTC Markets Group Inc. The bid prices represent inter-dealer quotations, without adjustments for retail mark-ups, markdowns or commissions and may not necessarily represent actual transactions.

 

High & Low Bids
Period ended		High				Low				Source
December 31, 2016		$	0.15			$	0.10			OTC Markets Group Inc.
September 30, 2016		$	0.15			$	0.08			OTC Markets Group Inc.
June 30, 2016		$	0.15			$	0.065			OTC Markets Group Inc.
March 31, 2016*		$	0.25			$	0.01			OTC Markets Group Inc.
December 31, 2015*		$	0.10			$	0.10			OTC Markets Group Inc.
September 30, 2015*		$	0.10			$	0.10			OTC Markets Group Inc.
June 30, 2015*			n/a				n/a			OTC Markets Group Inc.
March 31, 2015*			n/a				n/a			OTC Markets Group Inc.

 

*The data is based on the pre rollback price of common stock.

 

Common Stock Currently Outstanding

 

As of December 31, 2016, we had 44,050,000 shares of our common stock outstanding.

 

Holders

 

As of the date of this Report, we had 27 stockholders of record of our common stock.

 

 

Dividends

 

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as our Director deems relevant.

 

Transfer Agent

 

Our independent stock transfer agent is Globex Transfer, LLC, with an address at 780 Deltona Blvd., Suite 202, Deltona, FL 32725; their phone number is (813) 344-4490.

 

Recent Sales of Unregistered Securities

 

None.

 

Additional Information

 

Copies of our annual reports on Form 10−K, quarterly reports on Form 10−Q, current reports on Form 8−K, and any amendments to those reports, are available free of charge on the Internet at www.sec.gov. All statements made in any of our filings, including all forward-looking statements, are made as of the date of the document, in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

 

Item 6. Selected Financial Data.

 

Not required under Regulation S-K for “smaller reporting companies.”

 

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

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements contained in this Annual Report on Form 10-K constitute “forward-looking statements”. These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under this caption “Management’s Discussion and Analysis” and elsewhere in this Form 10-K. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”).

 

Results of Operations

 

General

 

The inclusion of supplementary analytical and related information herein may require us to make estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and financial position taken as a whole. Actual results may vary from the estimates and assumptions we make.

 

 

Results of Operation

 

		Years ended December 31,								Changes between
		2016				2015				the periods
Revenue		$	-			$	4,000			$	(4,000	)
Operating expenses
Exploration expenses			185,945				25,579				160,366
General and administrative expenses			64,788				14,110				50,678
Professional fees			34,684				32,339				2,345
Transfer agent and filing fees			12,011				18,582				(6,571	)
Total operating expenses			(297,428	)			(90,610	)			(206,818	)
Other items
Interest expense			(2,918	)			(425	)			2,493
Recapture of interest			2,837				-				2,837
Net and comprehensive loss		$	(297,509	)		$	(87,035	)		$	210,474

 

Revenues. We had no revenue during the year ended December 31, 2016. During the comparable period we have recorded $4,000 in consulting fees we received from our consulting agreement with a client. Due to the exploration rather than the production nature of our business, we do not expect to have significant operating revenue in the foreseeable future.

 

Operating expenses. Our operating expenses include exploration expenses, general and administrative expenses, professional fees and transfer agent and filing fees. During the year ended December 31, 2016, our operating expenses increased by $206,818, or 228%, to $297,428 for the year ended December 31, 2016, compared to $90,610 for the year ended December 31, 2015.

 

The most significant year-to-date changes included the following:

 

	●	Our exploration expenses increased by $160,366 or 627%, to $185,945 for the year ended December 31, 2016. The increase was due to the exploration expenses associated with the Exploration Program we were required to carry out in order to earn a 50% interest in a joint venture with WRR.
	●	General and administrative expenses increased by $50,678, or 359%, to $64,788 for the year ended December 31, 2016, compared with $14,110 for the year ended December 31, 2015. The increase was primarily attributable to an increase in travel and entertainment expenses, investor relation activities and consulting fees. In addition, general and administrative expenses included the fair value of 800,000 common shares we issued to Nevada Canyon Gold Corporation (“NCG”) which were valued at $8,000. The shares were issued to purchase the intangible assets of NCG which included its corporate name, domain name and all related content.
	●	Professional fees increased by $2,345, or 7%, to $34,684 for the year ended December 31, 2016, compared with $32,339 for the year ended December 31, 2015. The change was associated with increased overall business activity.
	●	Transfer agent and filing fees decreased by $6,571, or 35%, to $12,011 for the year ended December 31, 2016, compared with $18,582 for the year ended December 31, 2015. The decrease was primarily attributable to the reduction in transfer agent fees that were previously incurred in engaging the Company’s transfer agent.

 

Net loss. Our net loss increased by $210,474, or 242%, to $297,509 for the year ended December 31, 2016, compared to $87,035 for the year ended December 31, 2015. The increase was primarily attributable to the operating expenses discussed above, plus $2,918 in interest accrued on the note payable, which was offset by $2,837 we recorded as recapture of interest, when we renegotiated the terms of the loan, extending the maturity date to August 2, 2016, and reducing the interest rate to 0.75%.

 

 

Liquidity and Capital Resources.

 

Working capital		December 31, 2016				December 31, 2015
Current assets		$	66,797			$	39,937
Current liabilities			106,200				164,831
Working capital deficit		$	(39,403	)		$	(124,894	)

 

As of December 31, 2016, we had a cash balance of $51,789, and working capital deficit of $39,403 with cash flows used in operations totaling $296,732 for the period then ended. During the year ended December 31, 2016, we funded our operations with proceeds from a private placement for gross proceeds of $375,000, and with $35,000 interest-free advances we received from our sole officer and a director.

 

We did not generate sufficient cash flows from our operating activities to satisfy our cash requirements for the year ended December 31, 2016. There is no assurance that we will be able to generate sufficient cash from our operations to repay the amounts owing under the advances payable, or to support our exploration program. If we are unable to generate sufficient cash flow from our operations to repay the amounts owing when due, we may be required to raise additional financing from other sources.

 

We intend to seek additional financing for our working capital, in the form of equity or debt, to provide us with the necessary capital to accomplish our plan of operation. There can be no assurance that we will be successful in our efforts to raise additional capital.

 

Cash Flow

 

		Year Ended December 31,
		2016				2015
Cash flows used in operating activities		$	(296,732	)		$	(96,073	)
Cash flows used in investing activities			-				(55,000	)
Cash flows provided by financing activities			309,494				108,500
Net increase (decrease) in cash during the period		$	12,762			$	(42,573	)

 

Net cash used in operating activities: Our net cash used in operating activities increased by $200,659, or 209%, to $296,732 for the year ended December 31, 2016, compared with $96,073 for the year ended December 31, 2015. During the year ended December 31, 2016 we used $289,428 to cover our cash operating costs, and to increase our prepaid expenses by $14,098. These uses of cash were offset by increase in our accounts payable of $6,794.

 

During the year ended December 31, 2015 we used $96,073 in our operating activities. This cash was used to cover our cash operating costs of $86,610 and to decrease our accounts payable by 9,463.

 

Net cash provided by financing activities: Our net cash provided by financing activities increased by $200,994, or 185%, to $309,494 for the year ended December 31, 2016 compared with $108,500 for the year ended December 31, 2015. During the year ended December 31, 2016 we received $375,000 in gross proceeds from a private placement for 3,750,000 shares of our common stock at $0.10 per share, which we closed on June 21, 2016, and $35,000 as a non-interest bearing advance from our CEO and President.

 

On August 1, 2016, we renegotiated the terms of the note payable, extending the maturity date to August 2, 2016, and reducing the interest rate to 0.75% per annum. We repaid the note payable and accrued interest totaling $100,506 in accordance with the new terms on August 2, 2016.

 

During the year ended December 31, 2015, we received $8,500 in subscriptions to the shares of our common stock and $100,000 from the note payable.

 

 

Net cash used in investing activities: During the year ended December 31, 2016 we did not have any investing transactions that would have affected our cash flows.

 

During the year ended December 31, 2015, we used $55,000 to acquire all of NCG’s, a private Nevada corporation, rights, titles and interests in and to an Exploration Agreement with an Option to form a Joint Venture.

 

Going Concern

 

At December 31, 2016, we had a working capital deficit of $39,403 and cash on hand of $51,789, which is not sufficient enough to carry out our current plan of operation, however we are in the process of trying to procure funds sufficient to fund our operations until we are able to finance our operations through cash flow. There can be no assurance that we will be able to procure funds sufficient for such purpose. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders’ investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders.

 

Income Tax Benefit

 

We have a prospective income tax benefit resulting from a net operating loss carryforward and startup costs that may offset any future operating profit.

 

Impact of Inflation

 

We believe that inflation has had a negligible effect on operations over the past fiscal year.

 

Capital Expenditures

 

We did not expend any amounts to acquire any capital assets during the year ended December 31, 2016.

 

Off-Balance Sheet Arrangements

 

None.

 

Recent Accounting Pronouncements

 

We have adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements is not anticipated to have a material effect on our operations.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

 

Item 8. Financial Statements and Supplementary Data.

 

Our audited financial statements are set forth in this Annual Report beginning on page F-1.

 

 

NEVADA CANYON GOLD CORP.

 

FINANCIAL STATEMENTS

 

DECEMBER 31, 2016 AND 2015

 

INDEX TO FINANCIAL STATEMENTS

 

		PAGE
Financial Statements
Report of Independent Registered Public Accounting Firm		F-1
Balance Sheets as of December 31, 2016 and 2015		F-2
Statement of Operations for the years ended December 31, 2016 and 2015		F-3
Statement of Stockholders’ Equity for the year ended December 31, 2016		F-4
Statements of Cash Flows for the years ended December 31, 2016 and 2015		F-5
Notes to Financial Statements		F-6

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Stockholders and Board of Directors of Nevada Canyon Gold Corp. (formerly Tech Foundry Ventures Inc.)

We have audited the accompanying balance sheet of Nevada Canyon Gold Corp. (the “Company”) as at December 31, 2016 and 2015 and the related statements of operations, stockholders’ equity and cash flows for the years 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 whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, based on our audit, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2016 and 2015 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

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

 

	DALE MATHESON CARR-HILTON LABONTE LLP
	CHARTERED PROFESSIONAL ACCOUNTANTS

 

Vancouver, Canada

March 20, 2017

 

 

 

Nevada Canyon Gold Corp.

(Formerly Tech Foundry Ventures, Inc.)

Balance Sheets

 

		December 31, 2016				December 31, 2015
ASSETS
Current Assets
Cash		$	51,789			$	39,027
Prepaid expenses			15,008				910
			66,797				39,937
Mineral property interest			65,000				65,000
TOTAL ASSETS		$	131,797			$	104,937
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities			8,200				1,406
Related party advances			98,000				63,000
Note payable			-				100,425
			106,200				164,831
Stockholders’ Equity (Deficit)
Preferred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of December 31, 2016 and 2015			-				-
Common Stock: Authorized 100,000,000 common shares, $0.0001 par, 44,050,000 issued and outstanding as of December 31, 2016 and 219,500,000 issued and outstanding as of December 31, 2015			4,405				21,950
Additional paid in capital			457,695				75,150
Accumulated deficit			(436,503	)			(156,994	)
			25,597				(59,894	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$	131,797			$	104,937

 

The accompany notes are an integral part of these audited financial statements

 

 

Nevada Canyon Gold Corp.

(Formerly Tech Foundry Ventures, Inc.)

Statements of Operations

 

		For the year ended December 31,
		2016				2015
Revenue		$	-			$	4,000
Operating expenses
Exploration expenses			185,945				25,579
General and administrative expenses			64,788				14,110
Professional fees			34,684				32,339
Transfer agent and filing fees			12,011				18,582
			(297,428	)			(90,610	)
Other items
Interest expense			(2,918	)			(425	)
Recapture of interest			2,837				-
Net and comprehensive loss		$	(297,509	)		$	(87,035	)
Net loss per common share - basic and diluted		$	(0.00	)		$	(0.00	)
Weighted average number of common shares outstanding
Basic and diluted			88,802,049				218,533,560

 

The accompany notes are an integral part of these audited financial statements

 

 

Nevada Canyon Gold Corp.

(Formerly Tech Foundry Ventures, Inc.)

Statement of Stockholders’ Equity

 

																		Total
		Common Stock								Additional				Accumulated				Stockholders’
		Shares				Amount				Paid-In Capital				Deficit				Equity
Balance, December 31, 2014			218,150,000			$	21,815			$	61,785			$	(69,959	)		$	13,641
Common stock issued for cash			350,000				35				3,465				-				3,500
Common stock issued for mineral property interest			1,000,000				100				9,900				-				10,000
Net loss for the year			-				-				-				(87,035	)			(87,035	)
Balance, December 31, 2015			219,500,000				21,950				75,150				(156,994	)			(59,894	)
Common stock issued for corporate name			800,000				80				7,920				-				8,000
Common stock retired			(180,000,000	)			(18,000	)			-				18,000				-
Common stock issued for cash			3,750,000				375				374,625				-				375,000
Net loss for the year			-				-				-				(297,509	)			(297,509	)
Balance, December 31, 2016			44,050,000			$	4,405			$	457,695			$	(436,503	)		$	25,597

 

The accompany notes are an integral part of these audited financial statements

 

 

Nevada Canyon Gold Corp.

(Formerly Tech Foundry Ventures, Inc.)

Statements of Cash Flow

 

		For the year ended December 31,
		2016				2015
OPERATING ACTIVITIES
Cash flows used in operating activities
Net loss		$	(297,509	)		$	(87,035	)
Adjustment to reconcile net loss to net cash used by operating activities:
Non-cash interest expense			2,918				425
Recapture of interest			(2,837	)			-
Share-based payment			8,000				-
Changes in operating assets and liabilities:
Accounts payable			6,794				(9,463	)
Prepaid expenses			(14,098	)			-
Net cashed used by Operating Activities			(296,732	)			(96,073	)
INVESTING ACTIVITIES
Acquisition of mineral property interest			-				(55,000	)
Net cash used by investing activities			-				(55,000	)
FINANCING ACTIVITIES
Common stock issued for cash			375,000				-
Undeposited funds			-				8,500
Note Payable			(100,506	)			100,000
Advances from shareholders			35,000				-
Net cash provided by financing activities			309,494				108,500
Net increase (decrease) in cash			12,762				(42,573	)
Cash, at beginning			39,027				81,600
Cash, at end		$	51,789			$	39,027
Supplemental cash flow information:
Cash paid for interest		$	506			$	-
Cash paid for income taxes		$	-			$	-
Significant non-cash transactions:
Common stock issued for corporate name		$	8,000			$	-

 

The accompany notes are an integral part of these audited financial statements

 

 

NEVADA CANYON GOLD CORP.

(Formerly Tech Foundry Ventures, Inc.)

Notes to the Financial Statements

December 31, 2016

 

NOTE 1 - NATURE OF BUSINESS

 

Nevada Canyon Gold Corp. (formerly Tech Foundry Ventures, Inc.) (the “Company”) was incorporated under the laws of the state of Nevada on February 27, 2014. On July 6, 2016, the Company changed its name from Tech Foundry Ventures, Inc. to Nevada Canyon Gold Corp.

 

On April 28, 2016, the Company split its common stock on a 10:1 basis. All shares and per share amounts have been retroactively restated to account for the split.

 

Going Concern

 

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America (“US GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has only recently begun its exploration operations and has not generated or realized any revenues from these business operations. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds, and/or a private placement of common stock.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

These financial statements and related notes are presented in accordance with US GAAP, and are presented in United States dollars.

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to the fair value of stock-based compensation, impairment of its interest in a mineral property, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Basis of Accounting

 

The Company’s financial statements are prepared using the accrual method of accounting, except for cash flow information. The Company has elected a December 31 fiscal year end.

 

Income Taxes

 

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

 

 

NEVADA CANYON GOLD CORP.

(Formerly Tech Foundry Ventures, Inc.)

Notes to the Financial Statements

December 31, 2016

 

Loss per Share

 

The Company’s basic loss per share is calculated by dividing its net loss available to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s dilutive loss per share is calculated by dividing its net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments include cash, accounts payable, related party advances, and note payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2016 and 2015, respectively.

 

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

●	Level 1. Observable inputs such as quoted prices in active markets;
●	Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
●	Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

 

Cash is measured at fair value using level 1 inputs.

 

Stock Based Compensation

 

For equity awards, such as stock options, total compensation cost is based on the grant date fair value and for liability awards, such as stock appreciation rights, total compensation cost is based on the settlement value. The company recognizes stock-based compensation expense for all awards over the service period required to earn the award, which is the shorter of the vesting period or the time period an employee becomes eligible to retain the award at retirement.

 

Mineral Property Interests

 

Costs of exploration and costs of carrying and retaining unproven properties are expensed as incurred. The Company considers mineral rights to be tangible assets and accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights.

 

Revenue recognition

 

Revenue consists of service revenue generated from management and consulting services. Revenue is recognized when services have been delivered, the amount is fixed or determinable, collection is probable and cost incurred or to incur can be measured reliably.

 

 

NEVADA CANYON GOLD CORP.

(Formerly Tech Foundry Ventures, Inc.)

Notes to the Financial Statements

December 31, 2016

 

Reclassification

 

Certain prior period numbers have been reclassified to conform with current year presentation.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

Amounts due to related parties at December 31, 2016 and 2015:

 

		December 31, 2016				December 31, 2015
Advances due to the Chief Executive Officer (“CEO”)		$	51,000			$	21,000
Advances due to a company controlled by the CEO			5,000				-
Advances due to a director			21,000				21,000
Advances due to a major shareholder			21,000				21,000
Related party advances		$	98,000			$	63,000

 

During the year ended December 31, 2016, the CEO of the Company advanced $30,000 (2015 - $nil) to the Company.

 

During the year ended December 31, 2016, a company controlled by the CEO of the Company advanced $5,000 (2015 - $nil) to the Company.

 

As at December 31, 2016, the Company’s three shareholders had advanced a total of $98,000 (December 31, 2015 - $63,000) to fund working capital expenses. These advances are unsecured and do not carry an interest rate or repayment terms.

 

On April 4, 2016, each of the Company’s three shareholders tendered 60,000,000 shares (6,000,000 pre-split shares) of common stock for cancellation. As a result, a total of 180,000,000 shares of common stock were cancelled and returned to the Company’s treasury to a status of authorized but unissued. The cancelling shareholders provided a release for the benefit of the Company releasing the Company from any potential loss resulting from their cancellation.

 

During the year ended December 31, 2016, the Company issued 800,000 shares with a fair value of $8,000 to Nevada Canyon Gold Corporation (“NCG”), a Company with the President and CEO in common with the Company, to purchase its corporate name, domain name, and all related content (Note 6).

 

During the year ended December 31, 2015, the Company entered into a definitive agreement with NCG.

 

NOTE 4 – MINERAL PROPERTY INTEREST

 

On December 17, 2015, the Company entered into a definitive agreement with NCG, to acquire all of NCG’s rights, titles and interests in and into an exploration agreement with an option to form a joint venture with Walker River Resources Corp., a Canadian public company (“WRR”), dated September 15, 2015 (the “Agreement”). WRR owns a 100% undivided interest in and to the Lapon Canyon Gold Property, containing the Lapon Canyon claims, the subject of the Agreement.

 

The Agreement does not grant the Company an interest in or to the Lapon Canyon claims, or any equity interest in WRR, but rather, grants the Company the right to earn up to an undivided 50% interest in the Lapon Canyon claims by incurring, over a two-year period, $500,000 in exploration and other expenses required to carry out a work program established and operated by WRR on the Lapon Canyon claims (“Eligible Expenses”) and, thereafter, grants the Company an option to enter into a joint venture with WRR for further exploration and development of the Lapon Canyon claims. The Agreement also grants the Company the first right of refusal to acquire an additional 20% interest in the Lapon Canyon claims by the expenditure of additional funds and performance of additional tasks, all related to the joint venture.

 

 

NEVADA CANYON GOLD CORP.

(Formerly Tech Foundry Ventures, Inc.)

Notes to the Financial Statements

December 31, 2016

 

Full consideration for all rights in and to the Agreement consisted of the following: payment of $65,000 by the Company to NCG, comprised of an initial cash deposit of $25,000, a cash payment of $30,000 and the balance of $10,000 paid through the issuance of 1,000,000 restricted common shares of the Company issued to NCG at a price of $0.01. All consideration had been fully paid as at December 31, 2015.

 

During the year ended December 31, 2016, the Company incurred $227,787 in Eligible Expenses (2015 – $51,047) on the Lapon Canyon claims of which $185,945 represented exploration expenses (2015 – $25,579).

 

NOTE 5 – NOTE PAYABLE

 

During the year ended December 31, 2015, the Company borrowed $100,000 (the “Loan”). The Loan bore an interest at a 5% per annum, with all outstanding principal and interest due on July 31, 2016. On August 1, 2016, the Company renegotiated the terms of the Loan, extending the maturity date to August 2, 2016, and reducing the interest rate to 0.75%. The Company repaid the Loan and accrued interest totaling $100,506 in accordance with the new terms on August 2, 2016. Accordingly, the Company recognized $2,837 as recapture of interest.

 

NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

The Company was formed with one class of common stock, $0.0001 par value and is authorized to issue 100,000,000 common shares, and one class of preferred stock, $0.0001 par value and is authorized to issue 10,000,000 preferred shares. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company.

 

On April 28, 2016, the Company split its common stock on a 10:1 basis. All shares and per share amounts have been retroactively restated to account for the split. The outstanding share capital of the Company as at December 31, 2015, exceeded the authorized share capital as a result of the forward split, however, prior to the stock split, on April 4, 2016, the Company cancelled 180,000,000 common shares held by three founding shareholders of the Company. As a result, the actual common shares outstanding at December 31, 2015, did not exceed those authorized.

 

The stock split did not affect the par value of the Company’s common stock. As a result, the stated capital on the Company’s balance sheet attributable to the Company’s common stock was increased proportionately based on the stock split ratio, and the additional paid-in capital account was credited with the amount by which the stated capital was increased.

 

During the year ended December 31, 2016, the Company completed the following transactions:

 

●	On March 30, 2016, the Company issued 800,000 shares with a total fair value of $8,000 to purchase the intangible assets of NCG which included its corporate name and its domain name and all related content, which was expensed and included in corporate costs.
●	On April 4, 2016, each of the Company’s three shareholders tendered 60,000,000 shares (6,000,000 pre-split shares) of common stock for cancellation (Note 3). As a result, a total of 180,000,000 shares of common stock were cancelled and returned to the Company’s treasury to a status of authorized but unissued. The cancelling shareholders provided a release for the benefit of the Company releasing the Company from any potential loss resulting from their cancellation.
●	On June 21, 2016, the Company completed its private placement offering by issuing to the subscribers a total of 3,750,000 shares of common stock at $0.10 per share for total proceeds of $375,000.

 

 

NEVADA CANYON GOLD CORP.

(Formerly Tech Foundry Ventures, Inc.)

Notes to the Financial Statements

December 31, 2016

 

During the year ended December 31, 2015, the Company completed the following transactions:

 

●	On January 5, 2015, the Company issued 350,000 shares of its common stock at a price of $0.01 per share for $3,500 to individuals pursuant to its registration statement on Form S-1. Proceeds of $3,500 were received in advance, during the period ended December 31, 2014.
●	On December 17, 2015, the Company issued 1,000,000 shares of its common stock at a price of $0.01 per share for the acquisition of its mineral property interest (Note 4).

 

NOTE 7 – INCOME TAXES

 

A reconciliation of the expected income tax recovery to the actual income tax recovery is as follows:

 

		2016				2015
Net loss		$	(297,509	)		$	(87,035	)
Statutory tax rate			34	%			34	%
Expected income tax recovery at statutory rate			(101,153	)			(29,592	)
Non-deductible expenditures			908				655
Change in valuation allowance			100,245				28,937
Total income tax expense		$	-			$	-

 

The Company has the following deductible temporary differences:

 

		2016				2015
Deferred income tax assets:
Non-capital loss carry-forward		$	151,960			$	51,715
Total deferred income tax assets			151,960				51,715
Less: Valuation allowance			(151,960	)			(51,715	)
Net deferred income tax asset		$	-			$	-

 

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.

 

The Company has non-capital losses of approximately $446,942 which expire between 2034 to 2036. Tax attributes are subject to review, and potential adjustment, by tax authorities.

 

 

Item 9. Controls and Procedures.

 

(a) Evaluation of Disclosure Controls and Procedures.

 

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.

 

The evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our chief executive officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as of December 31, 2016 were not effective in timely alerting them to material information which is required to be included in our periodic reports filed with the SEC as of the end of the period covering this report and to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There have been no material changes in our internal controls over financial reporting or in other factors that could materially affect, or are reasonably likely to affect, our internal controls over financial reporting for the year ended December 31, 2016.

 

(b) Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company in accordance with Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Based on an assessment of the Company’s internal control procedures over financial reporting for the year ended December 31, 2016, management believes that the internal control over financial reporting is not effective. We have identified current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations. In the view of management the Company does not have adequate segregation of duties in the handling of its financial reporting due to limited number of personnel.

 

 

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

 

(c) Changes in internal controls.

 

There was no changes in our internal control over financial reporting that occurred for the year ended December 31, 2016, that had materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

 

Not applicable.

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

Our director serves until his successor is elected and qualified. Our director elects our officers to a term of one (1) year and they serve until their successors are duly elected and qualified, or until they are removed from office. The board of directors has no nominating or compensation committees.

 

The name, address, age, and position of our present officers and director is set forth below:

 

Name		Age		Title(s)
Jeffrey Cocks		53		Chairman, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Secretary
Michael Levine		67		Director

 

The persons named above have held their offices/positions since February 28, 2014, and we expect them to hold their offices/positions at least until the next annual meeting of our shareholders.

 

Mr. Jeffrey Cocks, Chairman, President, Chief Executive Officer, Chief Financial Officer, Secretary

 

Jeffrey Cocks is our Chairman, Chief Executive Officer, Chief Financial Officer and Secretary and has served in that capacity since February 28, 2014. From August 1996 to the present, Mr. Cocks has served as the Chairman and Chief Executive Officer of West Isle Ventures, Ltd., a Canadian company that provides consulting services to start-ups and other companies. Mr. Cocks also serves on the board of directors and audit committees of Trinity Valley Energy Corp and Portola Resources Corp. both of which are traded on the Toronto Stock Exchange. Mr. Cocks has over 25 years of experience in consulting, sales, marketing, product development and branding as well as corporate compliance in the executive offices including overseeing his company’s accounting, compliance and finance departments and as a director of several public companies in both the United States and Canada. Mr. Cocks has a degree from Simon Frasier University in its securities program.

 

Mr. Michael Levine, Director

 

Michael Levine is a Director and has served in this capacity since February 28, 2014. From July 2004 to the present, Mr. Levine has served as the Chairman and President of TML Entertainment, Inc., a company that specializes in the exploitation and marketing of musical copyrights. From 2007 to 2012, Mr. Levine served as a director and audit committee member of Knightscove Media Corp., a Canadian entertainment company that specialized in the distribution, acquisition and creation of high quality live-action feature films and television productions for the whole family. Mr. Levine has served as an officer and director of a number of public and private companies in the United States and Canada and has experience with U.S. and Canadian reporting companies. From 1975 to 1993, Mr. Levine was the keyboardist and bassist for the Canadian power rock trio, Triumph. Mr. Levine is credited with much of the group’s success and produced the band’s early recordings. Triumph earned 16 gold and 9 platinum sales awards in Canada and the United States. Mr. Levine is a member of the Canadian Music Hall of Fame and the Canadian Music Industry Hall of Fame.

 

 

Possible Potential Conflicts

 

Our common stock is quoted on the OTC Link alternative trading system on the OTC PINK marketplace, which does not have director independence requirements.

 

No member of management will be required by us to work on a full time basis. Accordingly, certain conflicts of interest may arise between us and our officer and directors in that they may have other business interests in the future to which they devote their attention, and they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through the exercise of such judgment as is consistent with each officer’s understanding of his fiduciary duties to us. In the course of other business activities, they may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a particular business opportunity should be presented. In an effort to reduce or minimize any conflicts, Messrs. Cocks and Levine have orally agreed that any opportunities that are presented to them in the United States will be directed to the Company and that any opportunities presented to them in Canada will be available for their other business interests.

 

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

 

Currently we have two directors and an officer and will seek to add additional officer(s) and/or director(s) as and when the proper personnel are located and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers.

 

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

 

Code of Business Conduct and Ethics

 

On February 28, 2014, we adopted a Code of Ethics and Business Conduct which is applicable to our future employees and which also includes a Code of Ethics for our chief executive officer and principal financial officer and any persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote:

 

	●	honest and ethical conduct;
	●	full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements;
	●	compliance with applicable laws, rules and regulations;
	●	the prompt reporting violation of the code; and
	●	accountability for adherence to the code.

 

A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as Exhibit 14.1 to our registration statement.

 

 

Board of Directors

 

Our directors hold office until the completion of their term of office, which is not longer than one year, or until a successor(s) have been elected. Currently, directors receive no compensation for their role as directors but may receive compensation for their role as officers.

 

Involvement in Certain Legal Proceedings

 

During the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of us:

 

	(1)	had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
	(2)	was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	(3)	was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any of the following activities:

 

	i.	acting as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
	ii.	engaging in any type of business practice; or
	iii.	engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or

 

	(4)	was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of an federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; or
	(5)	was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated.

 

Committees of the Board of Directors

 

Concurrent with having sufficient members and resources, our board of directors will establish an audit committee and a compensation committee. We believe that we will need a minimum of five directors to have effective committee systems. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish committees. See “Executive Compensation” hereinafter.

 

 

We will reimburse all directors for any expenses incurred in attending directors’ meetings provided that we have the resources to pay these fees. We will consider applying for officers and directors’ liability insurance at such time when we have the resources to do so.

 

Compliance with Section 16(a) of the Exchange Act.

 

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Under the SEC regulations, Reporting Persons are required to provide us with copies of all forms that they file pursuant to Section 16(a). To our knowledge, based solely upon review of the copies of such reports received or written representations from the reporting persons, we believe that during the period covered by this Annual Report, our directors, executive officers and persons who own more than 10% of our common stock complied with all Section 16(a) filing requirements.

 

Item 11. Executive Compensation

 

The following table shows, for the years ended December 31, 2016 and 2015, compensation awarded to, paid to, or earned by, our Chief Executive Officer (the “Named Executive Officer”) and directors.

 

SUMMARY COMPENSATION TABLE

 

Name and principal position		Year				Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Jeffrey Cocks, CEO, CFO and			2016				-				-				-				-				-				-				-				-
Director			2015				-				-				-				-				-				-				-				-
Michael Levine,			2016				-				-				-				-				-				-				-				-
Director			2015				-				-				-				-				-				-				-				-

 

We have no formal employment arrangement with Mr. Cocks or Mr. Levine at this time. Mr. Cocks’ and Mr. Levine’s compensation has not been fixed or based on any percentage calculations. Mr. Cocks and Mr. Levine will make all decisions determining the amount and timing of their compensation and, for the immediate future, will not receive any compensation. The Company’s board will formalize Mr. Cocks’ compensation amount if and when his annual compensation exceeds $50,000.

 

Grants of Plan-Based Awards

 

We currently do not have any equity compensation plans. Therefore, none of our named executive officers received any grants of stock, option awards or other plan-based awards for the years ended December 31, 2016 and 2015.

 

Outstanding Equity Awards at Fiscal Year-End Table

 

None. We do not have any equity award compensation plans.

 

Director Compensation

 

Other than the compensation set out in the table above, we have not paid compensation to our directors.

 

 

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

 

The following table sets forth, as of the date of this Annual Report on Form 10-K, the total number of shares owned beneficially by our officer and directors, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares. As of March 20, 2017, we had 44,050,000 shares of common stock outstanding of which 29,700,000 was held by three shareholders. There is no pending or anticipated arrangements that may cause a change in control.

 

Title of Class		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Owner				Percent of Class
Security Ownership of Management
Common Stock		Jeffrey Cocks			9,950,000				22.59	%
Common Stock		Michael Levine			9,950,000				22.59	%
		All Officers and Directors as a Group			19,900,000				45.18	%
Security Ownership of Certain Beneficial Owners (more than 5%)
Common Stock		BCIM Management, LP(1)			9,800,000				22.25	%

 

(1)	Ron Tattum, has dispositive voting control over the shares owned by BCIM Management, LP.

 

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

 

Our promoters are Mr. Cocks, our chairman, Chief Executive Officer, Chief Financial Officer and secretary, and Mr. Levine, our director.

 

Our office and mailing address is 316 California Avenue, Suite 543, Reno, NV 89509.

 

Our sole officer and director are required to commit time to our affairs and, accordingly, may have conflicts of interest in allocating management time among various business activities. In the course of other business activities, they may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a particular business opportunity should be presented.

 

In an effort to resolve such potential conflicts of interest, our officers and directors have orally agreed that any opportunities that they are aware of independently or directly through their association with us (as opposed to disclosure to them of such business opportunities by management or consultants associated with other entities) would be presented by them solely to us.

 

On December 17, 2015, the Company entered into an agreement with Nevada Canyon Gold Corporation, a Nevada corporation (“NCG”), to acquire all of NCG’s rights, titles and interests in and to an Exploration Agreement, dated September 15, 2015, with an Option to form a Joint Venture (the “Agreement”) with Walker River Resources Corp., a Canadian public company (TSX.V:WRR). To acquire full consideration for all rights in and to the Agreement we paid to NCG US$65,000, which consisted of an initial cash deposit payment of $25,000, a second cash payment of $30,000 and the balance of $10,000 that we paid through the issuance of 1,000,000 of our restricted common shares at a price of $0.01 per common share.

 

For further information on the Agreement and the Lapon Canyon Property please refer to our discussion under the “Lapon Canyon Gold Project” section.

 

Jeffrey A. Cocks previously served as an officer and director of NCG.

 

There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

 

 

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions, including, but not limited to, the following:

 

	●	disclose such transactions in prospectuses where required;
	●	disclose in any and all filings with the Securities and Exchange Commission, where required;
	●	obtain disinterested directors’ consent; and
	●	obtain shareholder consent where required.

 

Item 14. Principal Accountant Fees and Services.

 

During the last two fiscal years, the Company’s independent auditors have billed for their services as set forth below. In addition, fees and services related to the audit of the financial statements of the Company for the years ended December 31, 2016, as contained in this Report, are estimated and included for the fiscal year ended December 31, 2016.

 

		December 31, 2016				December 31, 2015
Audit Fees		$	6,500			$	2,964
Audit-Related Fees		$	5,000			$	7,875
Tax Fees		$	-			$	-
All Other Fees		$	-			$	-

 

Pre-Approval Policy

 

Our Director pre-approves all services provided by our auditors. Prior to the engagement of our auditor, for any non-audit or non-audit related services, our Director must conclude that such services are compatible with the independence of our auditors.

 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

EXHIBITS

 

The following exhibits are filed as part of this Annual Repot on Form 10-K, pursuant to Item 601 of Regulation S-K.

 

Exhibit Number		Description of Exhibits
3.1*		Articles of Incorporation
3.1.1*		Certificate of Correction to Articles of Incorporation
3.1.2*		Certificate of Amendment to Articles of Incorporation
3.2*		Bylaws
14.1*		Code of Ethics
10.01.1*		Material Definitive Agreement, dated December 17, 2015
10.01.2*		Material Definitive Exploration and Option Agreement, dated September 15, 2015
31.1**		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
31.2**		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
32.1**		Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.
32.2**		Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.

_______________________________

 

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
*		Previously filed.
**		Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	NEVADA CANYON GOLD CORP.
March 21, 2017	/s/ Jeffrey A. Cocks
	Jeffrey A. Cocks Chairman and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer)

 

In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

March 21, 2017	/s/ Jeffrey A. Cocks
	Jeffrey A. Cocks Chairman and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer) and Director
March 21, 2017	/s/ Michael Levine
	Michael Levine Director