UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended January 31, 2017

 

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

 

For the transition period from ________ to ________

Commission File number: 000-52814

 

GOLD LAKES CORP.

(Exact name of registrant as specified in its charter)

 

Nevada		74-3207964
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

3401 Enterprise Parkway, Suite 340, Beachwood, Ohio 44122

(Address of principal executive offices)  

 

216-916-9303

(Registrant’s telephone number)  

 

N/A

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

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes    ¨ No

 

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

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller Reporting company	x

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

As of March 2, 2017, the registrant had 545,179,445 shares of common stock issued and outstanding.

GOLD LAKES CORP.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are "forward-looking statements." Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plan, including product and service developments, future financial conditions, results or projections or current expectations. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as "believe," "estimate," "intend," "plan" "expect," "may," "will," "should," "predict," "anticipate," "continue," "project" or "potential," or the negative thereof or other variations thereon or comparable terminology, and similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements, or industry results, expressed or implied by such forward-looking statements. Such forward-looking statements appear in Item 2 - "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as elsewhere in this Quarterly Report.

 

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management's beliefs, assumptions and expectations, which are based upon their experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

Unless otherwise specified or required by context, as used in this Quarterly Report, the terms "we," "our," "us" and the "Company" refer to Gold Lakes Corp. The term "fiscal year" refers to our fiscal year ending July 31.

 

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP).

 

2

 

Table of Contents

 

PART I – FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS			4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			22
ITEM 4.	CONTROLS AND PROCEDURES			22
PART II – OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS			25
ITEM 1A.	RISK FACTORS			25
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			25
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES			26
ITEM 4.	MINE SAFETY DISCLOSURES			26
ITEM 5.	OTHER INFORMATION			26
ITEM 6.	EXHIBITS			27
SIGNATURES				28

 

3

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

The accompanying balance sheets of GOLD LAKES CORP. at January 31, 2017 (with comparative figures as at July 31, 2016) and the statement of operations for the six month ended January 31, 2017 and 2016; and the statement of cash flows for the six months ended January 31, 2017 and 2016 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

 

Operating results for the six months ended January 31, 2017 are not necessarily indicative of the results that can be expected for the year ending July 31, 2017.

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GOLD LAKES CORP
CONDENSED BALANCE SHEETS
		January 31, 2017				July 31, 2016
		(unaudited)
ASSETS
CURRENT ASSETS
Cash		$	70			$	2,573
Total Current Assets			70				2,573
LONG TERM ASSETS
Investment in Mineral Properties			66,000				51,000
TOTAL ASSETS		$	66,070			$	53,573
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued interest		$	144,435			$	120,750
Due to related parties			20,750				17,500
Promissory Notes payable			121,500				141,500
Convertible notes payable (net of unamortized discounts of $318,370 and $326,625 respectively, and net of deferred charges of $71,625 and $123,586 respectively)			345,337				73,949
Derivative Liabilities			1,127,211				1,600,752
Total Current Liabilities			1,759,233				1,954,451
TOTAL LIABILITIES			1,759,233				1,954,451
STOCKHOLDERS’ DEFICIENCY
Preferred stock 1,000,000 shares authorized, at $0.001 par value; Issued and outstanding 1,000,000 as of January 31, 2017, and nil as of July 31, 2016			1,000				-
Common stock 2,000,000,000 shares authorized, at $0.001 par value; 156,844,708 shares issued and outstanding as of January 31, 2017, and 103,096,935 as of July 31, 2016			156,844				103,097
Additional paid in capital			48,569,353				24,432,977
Accumulated Deficit			(50,420,360	)			(26,436,952	)
Total Stockholders’ Deficiency			(1,693,163	)			(1,900,878	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	66,070			$	53,573

 

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

 

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GOLD LAKES CORP

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three months ended				Three months ended				Six months ended				Six months ended
		January 31, 2017				January 31, 2016				January 31, 2017				January 31, 2016
EXPENSES
Write down of mineral property			-				-				-				23,500,000
General and administrative			24,044,771				114,799				24,242,478				159,522
TOTAL EXPENSES			24,044,771				114,799				24,242,478				23,659,522
OTHER EXPENSES
Gain on valuation and revaluation of derivative liability			(787,325	)			-				(734,764	)			-
Amortization of debt discount			139,563				-				338,227				-
Amortization of deferred charges			30,550				12,580				91,079				12,580
Shares for services			-				272,000				-				272,000
Gain on extinguishment of debt			-				(96,819	)			-				(96,819	)
Conversion benefit from debt			-				-								4,391,200
Interest expense			22,472				11,166				46,388				15,619
TOTAL OTHER EXPENSES (INCOME)			(594,740	)			198,927				(259,070	)			4,594,580
NET INCOME (LOSS)		$	(23,450,031	)		$	(313,726	)		$	(23,983,408	)		$	(28,254,102	)
NET LOSS PER COMMON SHARE
Basic		$	(0.15	)		$	(0.01	)		$	(0.15	)		$	(1.12	)
Fully diluted		$	(0.15	)		$	(0.00	)		$	(0.15	)		$	(1.12	)
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic			156,844,708				32,525,525				156,844,708				24,948,351
Fully diluted			157,625,631				88,173,869				157,625,631				88,173,869

 

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

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GOLD LAKES CORP

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Six months ended				Six months ended
		January 31, 2017				January 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(23,983,408	)		$	(28,254,102	)
Adjustments to reconcile net loss to net cash use in operating activities:
Shares issued for exploration costs – related party			24,000,000				-
Impairment loss on mineral claims			-				23,500,000
Shares issued for services			-				272,000
Benefit from conversion of debt			-				4,391,200
Interest inferred on debt			-				945
Gain from valuation and revaluation of convertible debt			(740,280	)			-
Amortization of debt discounts and deferred charges			429,306				17,583
Gain on debt settlement			(2,306	)			(96,819	)
Changes in operating assets and liabilities
Accounts payable			23,685				7,610
Due to related party			3,250				-
Net cash (used in) operating activities			(269,753	)			(161,583	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Mining Leases			(15,000	)			-
Net cash (used in) investing activities			(15,000	)			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible debt			399,083				191,450
Debt issue costs			(56,333	)			-
Repayment of promissory note			(20,000	)			-
Repayment of related party advances			-				(12,860	)
Repayment of convertible notes			(40,500	)			-
Net cash provided by financing activities			282,250				178,590
Net Increase (Decrease) in Cash			(2,503	)			17,007
Cash at Beginning of Period			2,573				-
CASH AT END OF PERIOD		$	70			$	17,007
SUPPLEMENTAL DISCLOSURE OF NON CASH
Shares issued for debt		$	191,123			$	4,400,000
Shares issued for property		$	-			$	23,500,000
OTHER SUPPLEMENTAL DISCLOSURE
Taxes paid		$	-			$	-
Interest paid		$	7,365			$	-

 

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

 

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Gold Lake Corp.

NOTES TO FINANCIAL STATEMENTS

January 31, 2017

(Unaudited)

 

1. ORGANIZATION

 

The Company, Gold Lakes Corp., was incorporated under the laws of the State of Nevada on January 18, 2007 with the authorized capital stock of 300,000,000 shares at $0.001 par value. On April 30, 2008, the Secretary of State for Nevada approved an amendment to the Articles of Incorporation where the total number of shares of common stock was increased to 500,000,000 shares of common stock with a par value of $0.001 per share. The Company was organized for the purpose of acquiring and developing mineral properties. On August 15, 2015 the Company reverse split its issued shares on the basis of one post-split share for every two hundred pre-split shares. On July 15, 2016, the company forward split its issued shares on the basis of three post-split shares for every one pre-split share.

 

On January 13, 2017, the company filed a Certificate of Amendment with the Nevada Secretary of State increasing the number of authorized shares of common stock from 500,000,000 to 2,000,000,000 and authorizing the issuance of 1,000,000 shares of preferred stock, par value $0.001 per share. On January 17, 2017, pursuant to a resolution approved by our Board of Directors, we filed a Certificate of Designation with the Nevada Secretary of State designating up to 1,000,000 shares of Series A Preferred Stock. The Series A Preferred Stock is entitled to two thousand (2,000) votes per share, is convertible into shares of our common stock at a conversion rate of 2,000 shares of common stock for each share of preferred stock, and is entitled to a liquidation preference equal to the original issue price per share. On January 18, 2017, our Board of Directors approved the issuance of 1,000,000 shares of Series A Preferred Stock to Flex Mining, Ltd., a Delaware corporation (“Flex”), in consideration of certain sums owed to Flex under the Flex Agreement and Flex Addendum, as described in further detail below.

 

On January 18, 2017, 1,000,000 shares of Series A Preferred Stock were issued to Flex, (a majority shareholder and related party) pursuant to an oral agreement with Flex. The Company agreed to issue the shares because of the $250,000 expenditure requirement has not been met on the Big Monty Claims during the first year following the effective date of the Flex Addendum, and because Flex’s ownership interest in our Company has been diluted due to recent conversions of outstanding convertible notes. By issuing the shares, Flex agreed that the Company’s rights under the Flex Agreement and Flex Addendum remain valid.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Accounting Methods

 

The Company recognizes income and expenses based on the accrual method of accounting.

 

Dividend Policy

 

The Company has not yet adopted a policy regarding payment of dividends.

 

Basic and Diluted Net Income (loss) Per Share

 

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes anti-dilutive and then the basic and diluted per share amounts are the same. As of January 31, 2017 and July 31, 2017, the Company 156,844,708 and 153,867,007, respectively, of common stock equivalents outstanding, calculated using the if-converted method.

 

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Gold Lake Corp.

NOTES TO FINANCIAL STATEMENTS

January 31, 2017

(Unaudited)

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Income Taxes

 

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

 

Foreign Currency Translations

 

Part of the transactions of the Company were completed in Canadian dollars and have been translated to US dollars as incurred, at the exchange rate in effect at the time, and therefore, no gain or loss from the translation is recognized. The functional currency is US dollars.

 

Revenue Recognition

 

Revenue is recognized on the sale and delivery of a product or the completion of a service provided.

 

Financial Instruments

 

The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.

 

Estimates and Assumptions

 

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

 

Impairment of Long-lived Assets

 

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

 

Mineral Property Acquisition and Exploration Costs

 

Mineral property acquisition costs are initially capitalized when incurred. These costs are then assessed for impairment when factors are present to indicate the carrying costs may not be recoverable. Mineral exploration costs are expensed when incurred.

 

Statement of Cash Flows

 

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of six months or less to be cash equivalents.

 

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Gold Lake Corp.

NOTES TO FINANCIAL STATEMENTS

January 31, 2017

(Unaudited)

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Environmental Requirements

 

At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of any future cost cannot be made.

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform with current period presentation. On July 16, 2016, the Company forward split its shares on basis of six to one. The financial statements have been restated under the guidance of SAB Topic 4C.

 

Recent Accounting Pronouncements

 

In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the financial statements.

 

In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the financial statements.

 

In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Disclosures of Uncertainties about an Entity’s ability to continue as a Going Concern. The Company has reviewed the applicable ASU and has quantified the effects of this pronouncement, and has provided the requisite disclosure in the financial statements.

 

We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

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Gold Lake Corp.

NOTES TO FINANCIAL STATEMENTS

January 31, 2017

(Unaudited)

 

3. MINERAL PROPERTIES

 

On April 21, 2016, we staked 31 mining claims consisting of 329 mining units and totaling 13,008 acres of vacant land in the townships of Frecheville, Stoughton, and Mistaken Islands in Northeastern Ontario, Canada. Ontario's Ministry of Northern Development and Mines issued 31 claim numbers for these claims. The Company owns a 100% interest in these claims, and has named them the "Ponderosa" property. We have no plans to explore the Ponderosa claims at this time, as our current focus is on exploring the Big Monty Claims and completing the terms of the Flex Agreement.

 

On August 28, 2015, we entered into an Equity Participation and Earn-In Agreement (the "Flex Agreement") with Flex Mining Ltd., a Delaware corporation ("Flex"), pursuant to which we issued 23,500,000 (pre-split) shares of restricted common stock to Flex. Under the terms of the Flex Agreement, we became eligible to earn 100% of the issued and outstanding shares of Flex by investing $1,000,000 in property expenditures on Flex's properties over the next three years. Flex owns 100% of six mining claims, named the Big Monty Claims, in the historic Abitibi Greenstone Belt in Northern Ontario. We plan to conduct exploration activities on the Big Monty Claims.

 

On March 21, 2016, we entered into an Addendum to Equity Participation and Earn-In Agreement (the "Flex Addendum") with Flex. Under the terms of the Flex Addendum, in consideration for our prior equity issuance to Flex and an agreement to pay $15,000 to Flex within 180 days after the effective date of the Flex Addendum, Flex agreed to sell, convey, assign and transfer substantially all of its assets, including the Big Monty Claims (the "Assets") to us. To date, $6,000 of the $15,000 payment to Flex has been made. As partial consideration for the acquisition of the Assets, the Flex Addendum requires us to incur the following expenditures over the next three years relating to the Big Monty Claims: (1) not less than $250,000 in expenditures on or before the first anniversary of the effective date of the Flex Addendum; (2) not less than $350,000 in additional expenditures on or before the second anniversary of the effective date of the Flex Addendum; and (3) not less than $400,000 in additional expenditures on or before the third anniversary of the effective date of the Flex Addendum. If we are unable to incur the expenditures required, we may satisfy any deficiency by making an equivalent cash payment to Flex. If we fail to incur the required expenditures under the Flex Addendum, Flex will have the option to repurchase the Assets from us at a price to be mutually agreed upon by the parties.

 

The Company has incurred expenditures of $15,000 renewing the mining claims and planning the exploration during the quarter.

 

Management determined that there was an impairment of the investment in the amount of $23,500,000 was warranted due to firstly that, no exploration being conducted on the property to date; and secondly that, no mineral resource having been identified on the property to date.

 

The Mining Claims are known as the "Big Monty Property" and are located in the Frecheville and Stoughton Townships, Ontario, Larder Lake District. The Claims currently in Big Monty are:

 

Claim #		# of hectares		Claim Start Date		Claim Expiry Date
4282128		16		February 16, 2016		February 16, 2019
4282129		16		February 16, 2016		February 16, 2019
4282130		6		February 16, 2016		February 16, 2019
4282131		9		February 16, 2016		February 16, 2019
4282132		11		February 16, 2016		February 16, 2019
4282133		13		February 16, 2016		February 16, 2019
4282134		2		February 16, 2016		February 16, 2019
Total		73 hectares (180.4 acres)

 

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Gold Lake Corp.

NOTES TO FINANCIAL STATEMENTS

January 31, 2017

(Unaudited)

 

4. CONVERTIBLE NOTES PAYABLE

 

Issue Date		Expiry date		Amount of Loan Note				Interest rate				Unamortized Debt Discount				Unamortized Deferred Charges				Net Carrying Amount				The remaining Conversion Benefit				Derivative Liability
7/31/2012		7/31/2013			30,000				10	%			-				-				30,000				-				-
3/11/2016		3/11/2017			265,000				8	%			71,137				37,895				155,968				245,072				399,106
7/13/2016		7/16/2017			23,125				10	%			12,159				1,130				9,836				26,139				35,347
7/14/2016		4/14/2017			18,124				12	%			7,250				813				10,061				32,100				26,769
8/1/2016		8/1/2017			50,000				10	%			28,074				4,773				17,153				21,926				83,978
8/4/2016		8/4/2017			50,000				8	%			28,381				1,419				20,200				21,619				83,112
8/4/2016		8/4/2017			83,333				9	%			47,301				6,859				29,173				36,032				139,186
8/5/2016		8/5/2017			52,500				10	%			29,908				4,271				18,321				22,592				88,084
8/15/2016		8/15/2017			50,000				8	%			29,508				5,902				14,590				20,492				82,917
8/26/2016		5/26/2017			61,250				8	%			30,791				5,656				24,803				30,459				101,334
11/3/2016		5/3/2017			27,000				10	%			13,724				1,017				12,259				13,276				45,475
11/21/2016		11/21/2017			25,000				8	%			20,137				1,890				2,973				4,863				41,903
Total Loans					735,332								318,370				71,625				345,337				474,570				1,127,211

 

On July 31, 2012, the Company converted $40,000 in accounts payable to a convertible promissory note. The note has a 10% per annum interest rate and a maturity date of July 31, 2013. The note is currently in arrears and is due and payable on demand. The note is convertible into shares of the Company's common stock at a conversion price of $0.001. The Company is currently in default on this note. Per ASC 470-50-40-10b, as this transaction added a substantive conversion feature to the debt, we have determined debt extinguishment accounting rules apply. However, as there was no difference between the reacquisition price and the net carrying amount of the old debt, no gain or loss was recorded. The Company amortized the discount on the debt equal to the face value, in the amount of $40,000 for the year ended July 31, 2013. This discount was amortized to interest expense. During the period ended January 31, 2017, $10,000 of debt was converted into 10,000,000 shares of common stock (year ended July 31, 2016, $8,800 of debt was converted into 8,800,000 pre-split shares of common stock). We have not received any notice of default from the lender; however, we do intend to pay off the amount owed under this note in the future when we have sufficient funding.

 

On January 22, 2016, the Company issued a $35,500 convertible promissory note. This was increased to $40,500 due to a standby agreement. The note has an 12% per annum interest rate and a maturity date of January 22, 2017. Closing costs of $9,050 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $35,500 has been recorded and is being amortized over the life of the loan. A derivative liability was calculated using Black Scholes and is estimated to be $116,548 at July 31, 2016. On August 22, 2016, the Company paid out the loan in full for $65,000. The conversion benefit recorded was reversed and the unamortized portion of the finder's fees and legal expenses deferred were expensed.

 

On March 14, 2016, the Company issued a $535,000 convertible promissory note. Currently there is $265,000 owed on the convertible promissory note. The note has an 8% per annum interest rate and a maturity date of March 11, 2017. Closing costs of $35,000 and the $250,000 loan discount are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. On July 12, 2016, $200,000 of the promissory note and $16,000 of the accrued interest payable was paid out by the Company by issuing 3,240,000 common shares of the Company. During December 2016 and January 2017, $70,000 of the promissory note was converted into 19,455,499 shares of common stock. The remaining conversion benefit of $245,072 is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $399,106 as at January 31, 2017.

 

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Gold Lake Corp.

NOTES TO FINANCIAL STATEMENTS

January 31, 2017

(Unaudited)

 

4. CONVERTIBLE NOTES PAYABLE (continued)

 

On July 14, 2016, the Company issued a $53,500 convertible promissory note. On January 17, 2017, $35,376 of the promissory note was converted into 12,792,324 shares of common stock. Currently there is $18,124 owned on the convertible promissory note. The note has an 12% per annum interest rate and a maturity date of April 14, 2017. Closing costs of $6,000 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $32,100 has been recorded and is being amortized over the life of the loan. IA derivative liability has been calculated using Black Scholes and is estimated to be $26,769 as at January 31, 2017.

 

On July 16, 2016, the Company issued a $55,125 convertible promissory note. On January 17, 2017, $32,000 of the promissory note was converted into 11,500,000 shares of common stock. Currently there is $23,125 owned on the convertible promissory note. The note has an 10% per annum interest rate and a maturity date of July 16, 2017. Closing costs of $5,125 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. The remaining conversion benefit of $26,139 is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $35,347 as at January 31, 2017.

 

On August 1 2016, the Company issued a $50,000 convertible promissory note. The note has an 10% per annum interest rate and a maturity date of August 1, 2017. Closing costs of $8,500 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. The remaining conversion benefit of $21,926 is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $83,978 at January 31, 2017.

 

On August 4, 2016, the Company issued a $83,333 convertible promissory note. The note has an 9 % per annum interest rate and a maturity date of August 4, 2017. Closing costs of $12,083 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 55% of the lowest trading price of the shares over the previous 20-day trading period. The remaining conversion benefit of $36,032 is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $139,186 at January 31, 2017.

 

On August 4, 2016, the Company issued a $50,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of August 4, 2017. Closing costs of $2,500 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 55% of the lowest trading price of the shares over the previous 20-day trading period. The remaining conversion benefit of $21,619 is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $83,112 at January 31, 2017.

 

On August 5, 2016, the Company issued a $52,500 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of August 5, 2017. Closing costs of $7,500 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 55% of the lowest trading price of the shares over the previous 20-day trading period. The remaining conversion benefit of $22,592 is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $88,084 at January 31, 2017.

 

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Gold Lake Corp.

NOTES TO FINANCIAL STATEMENTS

January 31, 2017

(Unaudited)

 

4. CONVERTIBLE NOTES PAYABLE (continued)

 

On August 15, 2016, the Company issued a $50,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of August 15, 2017. Closing costs of $10,000 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 55% of the lowest trading price of the shares over the previous 20-day trading period. The remaining conversion benefit of $20,492 is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $82,917 at January 31, 2017.

 

On August 26, 2016, the Company issued a $61,250 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of May 26, 2017. Closing costs of $11,250 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 60% of the lowest trading price of the shares over the previous 20-day trading period. The remaining conversion benefit of $30,459 is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $101,334 at January 31, 2017.

 

On November 3, 2016, the Company issued a $27,000 convertible promissory note. The note has an 10% per annum interest rate and a maturity date of May 3, 2017. Closing costs of $2,000 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 60% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $27,000 has been recorded and is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $45,475 at January 31, 2017.

 

On November 21, 2016, the Company issued a $25,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of November 21, 2017. Closing costs of $2,500 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 60% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $25,000 has been recorded and is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $41,903 at January 31, 2017. .

 

5. RELATED PARTY TRANSACTIONS

 

During the period, the Company has paid its officer consulting fees of $9,000 (2016 - $nil). The Company owed its officer for salary payable $20,750 as at January 31, 2017, (July 31, 2016 - $17,500).

 

6. NOTE PAYABLE

 

Issue Date		Expiry date		Amount of Loan				Interest rate
7/31/2012		7/31/2013		$	21,500				10	%
7/14/2016		7/14/2017			50,000				8	%
7/5/2016		7/14/2017			50,000				8	%
Total Loans				$	121,500

 

The Company has received $17,500 under a 10% promissory note agreement with a third party in July 2012. An additional $4,000 was received under this Note in 2014. Interest and principal were due on September 15, 2012.

 

The Company is currently in default on this Note. Per the note agreement, interest of $13,624 was accrued through January 31, 2017 and has been disclosed on the balance sheets as accounts payable and accrued interest.

 

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Gold Lake Corp.

NOTES TO FINANCIAL STATEMENTS

January 31, 2017

(Unaudited)

 

6. NOTE PAYABLE (continued)

 

On July 14, 2016, the Company received $70,000 under a 8% promissory note agreement with a third party due July 14, 2017 and $20,000 was repaid on September 15, 2016. Per the note agreement, interest of $2,834 was accrued through January 31, 2017 and has been disclosed on the balance sheets as accounts payable and accrued interest.

 

On July 5, 2016, the Company received $50,000 under a 8% promissory note agreement with a third party due July 14, 2017. Per the note agreement, interest of $2,312 was accrued through January 31, 2017 and has been disclosed on the balance sheets as accounts payable and accrued interest.

 

7. GOING CONCERN

 

The Company will need additional working capital to service its debt and to develop the mineral claims acquired, which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding, and long term financing, which will enable the Company to operate for the coming year.

 

8. SUBSEQUENT EVENTS

 

On February 1, 2017, Company issued a $65,000 convertible promissory note to an accredited institutional investor. The note has an twelve percent (12%) per annum interest rate and a maturity date of November 1, 2017.

 

On February 1, 2017, Company issued a $52,500 convertible promissory note to an accredited institutional investor. The note has an ten percent (10%) per annum interest rate and a maturity date of October 31, 2017.

 

On February 15, 2017, Company issued a $52,500 convertible promissory note to an accredited institutional investor. The note has an ten percent (10%) per annum interest rate and a maturity date of November 15, 2017.

 

On February 20, 2017, our majority stockholder and related party, who owns 66,300,000 shares of our common stock and 1,000,000 shares of our Series A Preferred Stock, or approximately 93.51% of our voting power as of February 20, 2017, submitted a written consent to us proposing and approving an amendment to our Articles of Incorporation increasing the number of authorized shares of common stock to 20,000,000,000 and the number of authorized shares of preferred stock to 10,000,000. On March 7, 2017, we filed a definitive information statement on Schedule 14C with the Securities and Exchange Commission (the “SEC”) describing these actions, and mailed such Schedule 14C to all our stockholders of record. The amendment will become effective upon filing a Certificate of Amendment with the Nevada Secretary of State, which can occur no earlier than twenty (20) calendar days after the filing and dissemination of the definitive information statement on Schedule 14C.

 

On February 22, 2017, the Company entered a Contracting Agreement with Canadian Exploration Services Limited ("Contractor"), a Canada corporation having offices at 14579 Government Road, Larder Lake, Ontario P0K 1L0. The Agreement calls for the Contractor to perform line cutting services that will establish a grid that can be used year-round for future geophysical/geological surveys and drill control. The Company made a deposit of $22,000 USD for services to begin when weather permits.

 

On February 22, 2017, the Company made a partial payment of $20,000 USD to the loan dated July 14, 2016.

 

Redemptions of Convertible Note signed March 11, 2016 has resulted in issuance of 84,216,625 shares of common stock.

 

Redemptions of Convertible Note signed July 13, 2016 has resulted in issuance of 26,842,830 shares of common stock.

 

Redemptions of Convertible Note signed July 14, 2016 has resulted in issuance of 32,853,509 shares of common stock.

 

Redemptions of Convertible Note signed August 1, 2016 has resulted in issuance of 45,721,000 shares of common stock.

 

Redemptions of Convertible Note signed August 4, 2016 has resulted in issuance of 15,043,318 shares of common stock.

 

Redemptions of Convertible Note signed August 4, 2016 has resulted in issuance of 20,487,288 shares of common stock.

 

Redemptions of Convertible Note signed August 4, 2016 has resulted in issuance of 55,750,000 shares of common stock.

 

Redemptions of Convertible Note signed August 5, 2016 has resulted in issuance of 15,000,000 shares of common stock.

 

Redemptions of Convertible Note signed August 15, 2016 has resulted in issuance of 79,966,000 shares of common stock.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

We were incorporated on January 18, 2007 in the State of Nevada under the name Siga Resources Inc. On October 23, 2013, we changed our name to TNX Maverick Corp. On August 24, 2015, we changed our name to Gold Lakes Corp. and effected a 1-for-200 reverse stock split of our outstanding shares of common stock. We do not have any subsidiaries or affiliated companies.

 

On January 13, 2017, we filed a Certificate of Amendment with the Nevada Secretary of State increasing the number of authorized shares of common stock from 500,000,000 to 2,000,000,000 and authorizing the issuance of 1,000,000 shares of preferred stock, par value $0.001 per share. On January 17, 2017, pursuant to a resolution approved by our Board of Directors, we filed a Certificate of Designation with the Nevada Secretary of State designating up to 1,000,000 shares of Series A Preferred Stock. The Series A Preferred Stock is entitled to two thousand (2,000) votes per share, is convertible into shares of our common stock at a conversion rate of 2,000 shares of common stock for each share of preferred stock, and is entitled to a liquidation preference equal to the original issue price per share. On January 18, 2017, our Board of Directors approved the issuance of 1,000,000 shares of Series A Preferred Stock to Flex Mining Ltd. (“Flex”) in consideration of certain sums owed to Flex in lieu of exploration expenses incurred under our Equity Participation and Earn-In Agreement and Addendum with Flex. As of January 31, 2017, we had 156,844,708 shares of common stock and 1,000,000 shares of Series A Preferred Stock issued and outstanding.

 

Subsequent to our fiscal quarter ended January 31, 2017, on February 20, 2017, our majority stockholder and related party, who owns 66,300,000 shares of our common stock and 1,000,000 shares of our Series A Preferred Stock, or approximately 93.51% of our voting power as of February 20, 2017, submitted a written consent to us proposing and approving an amendment to our Articles of Incorporation increasing the number of authorized shares of common stock to 20,000,000,000 and the number of authorized shares of preferred stock to 10,000,000. On March 7, 2017, we filed a definitive information statement on Schedule 14C with the Securities and Exchange Commission (the “SEC”) describing these actions, and mailed such Schedule 14C to all our stockholders of record. The amendment will become effective upon filing a Certificate of Amendment with the Nevada Secretary of State, which can occur no earlier than twenty (20) calendar days after the filing and dissemination of the definitive information statement on Schedule 14C.

 

We are an exploration stage company and have not generated any revenues from our exploration activities. Further, we have not generated any revenues since our formation on January 18, 2007. We cannot guarantee we will be successful in our exploration activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

 

To become profitable and competitive, we commence our exploration of the Big Monty Claims or find alternative mining claims to explore and develop. We must financing to provide the capital required to implement our phased exploration program. We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we will be unable to commence, continue, develop or expand our exploration activities. Even if available, equity financing could result in additional dilution to existing stockholders.

 

In furtherance of our planned exploration program on the Big Monty Claims, on August 8, 2016 we entered into a Contracting Agreement with Canadian Exploration Services Limited (“CXS”) for contracting services and exploration work. Subsequent to our fiscal quarter ended January 31, 2017, on February 22, 2017, we entered into another Contracting Agreement with CXS and paid a deposit of $22,000 for a line cutting program to establish a grid for future geophysical and geological surveys and drill control. The line cutting program is part of the overall exploration program described in our August 8, 2016 agreement with CXS.

 

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital. This is because we have not generated any revenues to date, and no revenues are anticipated until we begin developing, removing and selling minerals. Accordingly, we must raise capital from other sources. Our only other source for cash at this time is investments by others in the Company.

 

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To meet our need for cash we must raise additional capital. We will attempt to raise additional money through a private placement, public offering or through loans. Our continued operations may involve many years of exploration, and will require the expenditure of substantial amounts of money. If we cannot raise enough capital to fund our continued operations, we may need to abandon our planned exploration activities and cease operations altogether.

 

We estimate we will require $220,810 in cash over the next twelve months. For a detailed breakdown refer to the “Liquidity and Capital Resources” section below. Additional cash will be required to cover the phase one cost of completing the exploration work for the Big Monty Claims. Phase One of the exploration work is estimated to cost $67,500, and Phase Two is estimated to cost approximately $310,400.

 

Results of Operations

 

The following summary of our results of operations should be read in conjunction with our financial statements for the three and six month periods ended January 31, 2017 and January 31, 2016. We have not generated any operating revenues since inception.

 

Results of Operations for the three month periods ended January 31, 2017 and January 31, 2016

 

We generated no revenue for the three months ended January 31, 2017, and no revenue for the three months ended January 31, 2016. Our operating expenses were $23,450,031 for the three months ended January 31, 2017, compared to $313,726 for the three months ended January 31, 2016. We had a net loss of $23,450,031 for the three months ended January 31, 2017, compared to a net loss of $313,726 for the three months ended January 31, 2016. The significant increase in net loss during the three months ended January 31, 2017 was due to a significant increase in operating expenses.

 

The following table reflects our operating expenses incurred during the three month periods ended January 31, 2017 and January 31, 2016

 

		January 31, 2017				January 31, 2016				Difference				Explanation
Advertising and marketing			935				-				935
Filing & Transfer Fee			932				14,015				(13,083	)		Increased number of share issues
Accounting and Audit			3,000				6,750				(3,750	)
Consulting Expense			16,500				62,375				(45,875	)		Consulting costs decreased due to money raising activities in the quarter
Legal			-				24,644				(24,644	)		Due to getting listed on QBX, getting property transferred, reverse merger, name change and review of debt documents.
Office Admin			23,404				7,016				16,388
Exploration Expense – related party			24,000,000				-				24,000,000			1 million Prefer Share at .001 per share, 1 prefer share to 2000 common share at 0.012 FV as part of Flex Mine agreement
Write down of Mineral Property							-				-
Gain on valuation and revaluation of derivative liability			(787,325	)			-				(787,325	)		Resulted in increase in share price at year end on convertible debt
Amortization of debt discount			139,563				-				139,563			Amortization of debt discounts of convertible debt
Amortization of deferred charges			30,550				12,580				17,970			Finders fees and legal costs associated with the convertible debt are being amortized over the life of the loans.
Shares for services			-				272,000				(272,000	)		Shares for service $272,000 - During Q2-16, 400,000 shares were issued to a director of the Company and $200,000 to a consultant to the Company. The market price of the shares at issue was $272,000.
Gain on extinguishment of debt			-				(96,819	)			96,819			Purchase of Laguna convertible debt for $5,000 resulted in gain.
Conversion benefit from debt			-				-				-			Different between market value of shares converted from debt and cost of debt.
Interest expense			22,472				11,166				11,306			Reflects interest on convertible debt and promissory notes
TOTAL OTHER EXPENSES (INCOME)			23,450,031				313,726				23,136,305

 

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Results of Operations for the six month periods ended January 31, 2017 and January 31, 2016

 

We generated no revenue for the six months ended January 31, 2017, and no revenue for the six months ended January 31, 2016. Our operating expenses were $23,983,408 for the six months ended January 31, 2017, compared to $28,254,102 for the six months ended January 31, 2016. We had a net loss of $23,983,408 for the six months ended January 31, 2017, compared to a net loss of $28,254,102 for the six months ended January 31, 2016. The decrease in net loss during the six months ended January 31, 2017 was due primarily to a write down of our mineral properties (relating to the issuance of shares in exchange for the acquisition of the Big Monty Claims) during the six months ended January 31, 2016. The following table reflects our operating expenses incurred during the six month periods ended January 31, 2017 and January 31, 2016. 

 

		January 31, 2017				January 31, 2016				Difference				Explanation
Advertising and marketing			21,000				-				21,000			Marketing consulting costs
Filing & Transfer Fee			9,800				22,934				(13,134	)		Increased number of share issues
Accounting and Audit			24,000				11,750				12,250			Due to increased activity
Consulting Expense			94,500				86,875				7,625			Consulting costs increased due to money raising activities.
Legal			84,799				34,239				50,560			Due to getting listed on QBX, getting property transferred, reverse merger, name change and review of debt documents.
Office Admin			8,379				3,725				4,654
Exploration Expense – related party			24,000,000				-				24,000,000			1 million Prefer Share at .001 per share, 1 prefer share to 2000 common share at 0.012 FV as part of Flex Mine agreement
Write down of Mineral Property							23,500,000				(23,500,000	)		The properties were acquired by issuing 23,500,000 shares. The market value at the time of issue was $1.00 per share resulting in a cost of $23,500,000. As the value of the property is unknown at this time, the Company has written off the cost of the property.
Gain on valuation and revaluation of derivative liability			(734,764	)			-				(734,764	)		Resulted in increase in share price at year end on convertible debt
Amortization of debt discount			338,227				-				338,227			Amortization of debt discounts of convertible debt
Amortization of deferred charges			91,079				12,580				78,499			Finders’ fees and legal costs associated with the convertible debt are being amortized over the life of the loans.
Shares for services			-				272,000				(272,000	)		Shares for service $272,000 - During Q2-16, 400,000 shares were issued to a director of the Company and $200,000 to a consultant to the Company. The market price of the shares at issue was $272,000.
Gain on extinguishment of debt			-				(96,819	)			96,819			Purchase of Laguna convertible debt for $5,000 resulted in gain.
Conversion benefit from debt			-				4,391,200				(4,391,200	)		Different between market value of shares converted from debt and cost of debt.
Interest expense			46,388				15,619				30,769			Reflects interest on convertible debt and promissory notes
TOTAL OTHER EXPENSES (INCOME)			23,983,408				28,254,103				(4,270,695	)

 

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We anticipate that our operating expenses will increase as we further implement our business plan and mineral exploration activities. Such increase will be attributable to the costs of raising additional capital, implementing our exploration program, and continuing as a public reporting company.

 

Liquidity and Capital Resources

 

Balance Sheets

 

As of January 31, 2017, our total assets were $66,070, in comparison to $53,573 as of July 31, 2016. Total cash, as of January 31, 2017, was $70, in comparison to $2,573 as of July 31, 2016. Our total liabilities were $1,759,233 as of January 31, 2017, in comparison to $1,954,451 as of July 31, 2016. Our working capital deficiency as of January 31, 2017 was $1,759,163, and $1,951,878 as of July 31, 2016.

 

Our accumulated deficit as of January 31, 2017 was $50,420,360, in comparison to $26,436,952 as of July 31, 2016. The total number of shares of our common stock outstanding was 156,844,708 as of January 31, 2017, and 103,096,935 as of July 31, 2016.

 

Estimated Expenses

 

We anticipate that our operating expenses will increase as we further implement our business plan and mineral exploration activities. Such increase in expenses will be attributable to the costs of raising additional capital, implementing our exploration program, and continuing as a publicly reporting company.

 

Our estimated expenses for completion of our exploration program on the Big Monty Claims total approximately $377,900, which includes the estimated expenses for Phase One and Phase Two of our exploration program. Phase One will primarily involve mapping and sampling activities to develop the basic information needed to apply for a formal exploration permit and work plan. Phase Two will involve more extensive exploration, including pitting, trenching, possible additional ground based geophysical surveys, and drilling, which will ultimately lead to the discovery phase. Our Phase Two activities could take up to one year to complete, and the costs of Phase Two may increase if our exploration activities are successful and we decide to extend the length of Phase Two.

 

The balance of our $1,000,000 requisite expenditures on the Big Monty Claims under our agreement with Flex will be made dependent on the success of Phases One and Two. There are no permanent facilities, plants, buildings or equipment on the Big Monty Claims.

 

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We intend to complete the exploration work on the Big Monty Claims. Exploration work on the Big Monty Claims is anticipated to begin in March 2017, or as soon thereafter as the weather permits. Our estimated expenses for our planned exploration program are as follows:

 

Description of Phase One Expenses		Cost
Air travel		$	3,000
Fees for field crews for 3 weeks			24,000
Transportation			2,000
Equipment rental			6,000
Ground transportation (ATV rental)			1,500
Sampling and assaying			6,000
Trenching and possible short-hole drilling			25,000
TOTAL PHASE ONE		$	67,500
Description of Phase Two Expenses		Cost
Review, re-process and compile data		$	7,250
Preliminary field program (mapping, stripping, transportation, equipment & supplies, and preparation of work permit)			23,650
Advanced field program (mapping, stripping, cutting, drilling, assaying, reports, transportation, equipment & supplies)			274,500
Administrative costs (administration, facility rental, storage, etc.)			5,000
TOTAL PHASE TWO		$	310,400

 

Not including the cost of completing the exploration phase of our Big Monty project, our non-elective expenses over the next twelve months, are expected to be as follows:

 

Expense		Ref.		Estimated Amount
Accounting and audit		(i)			27,000
Edgar filing fees		(ii)			6,000
Filing fees - Nevada Secretary of State		(iii)			375
Office and general expenses		(iv)			43,000
Estimate expenses for the next twelve months					76,375
Accounts payable as of January 31, 2017					144,435
Cash required for the next twelve months					220,810

  

(i)	Accounting and audit

 

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We will have to continue to prepare consolidated financial statements for submission with the various 10-K and 10-Q as follows:

 

Period		Form		Accountant				Auditor				Amount
April 30, 2017		10-Q			1,500				3,000				4,500
July 31, 2017		10-K			3,000				6,000				9,000
October 31, 2017		10-Q			1,500				3,000				4,500
January 31, 2018		10-Q			1,500				3,000				4,500
April 30, 2018		10-Q			1,500				3,000				4,500
Estimated Total					9,000				18,000				27,000

 

(ii)	Edgar filing fees

 

We will be required to file the annual Form 10-K estimated at $250 and the three Form 10-Qs at $250 each for a total cost of $1,000. Additional Form 8-K should cost an additional $1,000. The conversion costs to XBRL is estimated at $4,000.

 

(iii)

Filing fees in Nevada

 

To maintain the Company in good standing in the State of Nevada an annual fee of approximately $375 has been paid to the Secretary of State.

 

(iv)	Office and general

 

We have estimated a cost of approximately $25,000 for photocopying, printing, fax and delivery, travel, transfer agent and entertainment. Director Fees total $1,500 per month or $18,000. Total Office and General is estimated to be $43,000.

 

Recent Acquisitions and Financing Arrangements

 

Our future operations are dependent upon our ability to obtain third party financing in the form of debt and equity, and ultimately to generate future profitable operations or income from investments. As of January 31, 2017, we have not generated revenues, and have experienced negative cash flow from operations. We may look to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms. The following summarizes our financing transactions and activity during the period ended January 31, 2017.

 

On November 3, 2016, we issued a $27,000 convertible promissory note to an accredited investor. The note has a 10% per annum interest rate and a maturity date of May 3, 2017. Closing costs of $2,000 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 60% of the lowest trading price of the shares over the previous 20-day trading period.

 

On November 21, 2016, we issued a $25,000 convertible promissory note to an accredited investor. The note has an 8% per annum interest rate and a maturity date of November 21, 2017. Closing costs of $2,500 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 60% of the lowest trading price of the shares over the previous 20-day trading period.

 

Subsequent to our fiscal quarter ended January 31, 2017, on February 1, 2017, we issued a $65,000 convertible promissory note to an accredited investor. The note has a twelve percent (12 per annum interest rate and a maturity date of November 1, 2017. The note is convertible into shares of common stock of the Company at any time at a rate of 60% of the lowest trading price of the shares over the previous 20-day period.

 

Subsequent to our fiscal quarter ended January 31, 2017, on February 1, 2017, we issued a $52,500 convertible promissory note to an accredited investor. The note has a ten percent (10%) per annum interest rate and a maturity date of October 31, 2017. The note is convertible into shares of common stock of the Company at any time at a rate of 60% of the lowest trading price of the shares over the previous 20-day period.

 

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Subsequent to our fiscal quarter ended January 31, 2017, on February 15, 2017, we issued a $52,500 convertible promissory note to an accredited investor. The note has a ten percent (10%) per annum interest rate and a maturity date of November 15, 2017. The note is convertible into shares of common stock of the Company at any time at a rate of 60% of the lowest trading price of the shares over the previous 20-day period.

 

Our cash requirements are significant due to planned exploration activities and anticipated future development activities. There are no assurances that our future working capital or cash flows will be sufficient to meet our debt obligations and commitments. Our ability to make scheduled payments on our debts as they become due will depend on our future performance and our ability to implement our business strategy successfully. Failure to pay our interest expense or make our principal payments would result in a default, which could result in acceleration of our indebtedness, in which case the debt would become immediately due and payable. If this occurs, we may be forced to sell or liquidate assets, obtain additional equity capital or refinance or restructure all or a portion of our outstanding debt on terms that may be less favorable to us. In the event that we are unable to do so, we may be left without sufficient liquidity, and we may not be able to repay our debt.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, is based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles of the United States (GAAP). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of January 31, 2017 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of the quarterly period ended January 31, 2017 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's (the "SEC") rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's interim financial statements will not be prevented or detected on a timely basis.

 

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In performing the above-referenced assessment, our management identified the following material weaknesses:

 

	·	The Company has limited segregation of duties, which means we have not achieved the optimal level of segregation of duties relative to key financial reporting functions.
	·	The Company does not have a written internal control procedures manual outlining the duties and reporting requirements of the directors, officers and any employees to be hired in the future.
	·	We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls.
	·	We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting.

 

Our management believes the weaknesses identified above have not had any effect on the financial results of the Company. We will endeavor to correct the above noted weaknesses in internal control once we have adequate funds to do so. The future addition of other Board Members and staff will help us to address the segregation of duties issue, and establishing a written policy manual outlining the duties of each of the Company's officers and staff members will facilitate better internal control procedures.

 

Management will continue to monitor and evaluate the effectiveness of the Company's internal controls and procedures and its internal controls over financial reporting on an ongoing basis. Our management is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

Internal control is "everything that helps one achieve one's goals - or better still, to deal with the risks that stop one from achieving one's goals."

 

Internal controls are mechanisms that are there to help the Company manage risks to success.

 

Internal controls is about getting things done (performance) but also about ensuring that they are done properly (integrity) and that this can be demonstrated and reviewed (transparency and accountability).

 

In other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.

 

As of January 31, 2017, the management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Management concluded, during the quarter ended January 31, 2017, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules. Management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers to be material weaknesses.

 

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In the light of management’s review of internal control procedures as they relate to COSO and the SEC the following were identified:

 

	·	The Company’s Audit Committee does not function as an Audit Committee should since there is a lack of independent directors on the Committee,
	·	The Company has limited segregation of duties which is not consistent with good internal control procedures.
	·	The Company does not have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future. This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal control.
	·	There are no effective controls instituted over financial disclosure and the reporting processes.

 

Management feels the weaknesses identified above, being the latter three, have not had any effect on the financial results of the Company. Management will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Committee to advise other members as to correct accounting and reporting procedures.

 

The Company and its management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds to do so. By appointing independent members to the Audit Committee and using the services of an expert on the Committee will greatly improve the overall performance of the Audit Committee. With the addition of other Board Members and staff the segregation of duties issue will be address and will no longer be a concern to management. By having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.

 

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

Changes in Internal Controls Over Financial Reporting

 

There were no changes in our internal controls over financial reporting during the quarterly period ending January 31, 2017 that have materially affected, or are reasonably likely to material affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On November 3, 2016, we issued a $27,000 convertible promissory note to an accredited investor. The note has a 10% per annum interest rate and a maturity date of May 3, 2017. Closing costs of $2,000 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 60% of the lowest trading price of the shares over the previous 20-day trading period. This note was issued to an "accredited investor", as defined by Rule 501 of Regulation D promulgated under the Securities Act. The issuance of the note was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

 

On November 21, 2016, we issued a $25,000 convertible promissory note to an accredited investor. The note has an 8% per annum interest rate and a maturity date of November 21, 2017. Closing costs of $2,500 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 60% of the lowest trading price of the shares over the previous 20-day trading period. This note was issued to an "accredited investor", as defined by Rule 501 of Regulation D promulgated under the Securities Act. The issuance of the note was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

 

Subsequent to our fiscal quarter ended January 31, 2017, on February 1, 2017, we issued a $65,000 convertible promissory note to an accredited investor. The note has a twelve percent (12%) per annum interest rate and a maturity date of November 1, 2017. The note is convertible into shares of common stock of the Company at any time at a rate of 60% of the lowest trading price of the shares over the previous 20-day period. This note was issued to an "accredited investor", as defined by Rule 501 of Regulation D promulgated under the Securities Act. The issuance of the note was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

 

Subsequent to our fiscal quarter ended January 31, 2017, on February 1, 2017, we issued a $52,500 convertible promissory note to an accredited investor. The note has a ten percent (10%) per annum interest rate and a maturity date of October 31, 2017. The note is convertible into shares of common stock of the Company at any time at a rate of 60% of the lowest trading price of the shares over the previous 20-day period. This note was issued to an "accredited investor", as defined by Rule 501 of Regulation D promulgated under the Securities Act. The issuance of the note was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

 

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Subsequent to our fiscal quarter ended January 31, 2017, on February 15, 2017, we issued a $52,500 convertible promissory note to an accredited investor. The note has a ten percent (10%) per annum interest rate and a maturity date of November 15, 2017. The note is convertible into shares of common stock of the Company at any time at a rate of 60% of the lowest trading price of the shares over the previous 20-day period. This note was issued to an "accredited investor", as defined by Rule 501 of Regulation D promulgated under the Securities Act. The issuance of the note was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

 

From November 1, 2016 through March 1, 2017, the Company issued 442,082,510 shares of common stock pursuant to note conversions effected in accordance with the terms of our outstanding convertible promissory notes issued to accredited investors, thereby reducing the amounts of principal and interest due under such outstanding convertible promissory notes. The 442,082,510 shares of common stock issued pursuant to these note conversions were issued to “accredited investors,” as defined by Rule 501 of Regulation D promulgated under the Securities Act. The issuance of common stock pursuant to such note conversions was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None

 

ITEM 5. OTHER INFORMATION

 

None

 

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ITEM 6. EXHIBITS

 

Exhibits

 

The following exhibits are included as part of this report on Form 10-Q by reference:

 

Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation, as amended (filed as an exhibit to our Registration Statement on Form S-1/A, as filed with the SEC on January 27, 2017, and incorporated by reference herein).
3.2		By-laws (filed as an exhibit to our Registration Statement on Form SB-2, as filed with the SEC on September 5, 2007, and incorporated by reference herein).
4.1		Stock Specimen (filed as an exhibit to our Registration Statement on Form SB-2, as filed with the SEC on September 5, 2007, and incorporated by reference herein).
4.2		Form of Senior Convertible Note issued by Gold Lakes Corp. to Himmil Investments Ltd. on March 14, 2016 (filed as an exhibit to our Current Report on Form 8-K, as filed with the SEC on March 15, 2016, and incorporated by reference herein).
4.3		Form of Warrant issued by Gold Lakes Corp. to Himmil Investments Ltd. on March 14, 2016 (filed as an exhibit to our Current Report on Form 8-K, as filed with the SEC on March 15, 2016, and incorporated by reference herein).
31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		Interactive Data Files.

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SIGNATURES

 

Pursuant to the requirements 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.

 

	GOLD LAKES CORP.
	(Registrant)
Date: March 22, 2017	By:	/s/ Christopher Vallos
		Christopher Vallos
		Chief Executive Officer, Chief Financial Officer, President and Director

 

 

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