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 quarter period ended January 31, 2016  

 

¨

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

 

 For the transition period from ______________ to ______________

 

Commission File number 333-145879

 

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 OH 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 past 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of "large accelerated filer", "accelerated filer" and "small reporting company" Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Small reporting company

x

(Do not check if a small reporting company)  

 

 

 

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

 

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

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ 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:

 

January 31, 2016: 33,125,645 common shares

 

 

 

Table of Contents

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

ITEM 1.

FINANCIAL STATEMENTS

 

 

3

 

ITEM 2.  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

12

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

 

 

23

 

ITEM 4.              

CONTROLS AND PROCEDURES

 

 

24

 

ITEM 4T.                 

CONTROLS AND PROCEDURES

 

 

25

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

 

ITEM 1.                  

LEGAL PROCEEDINGS

 

 

26

 

ITEM 1A.                 

RISK FACTORS

 

 

26

 

ITEM 2.                  

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

 

30

 

ITEM 3.                   

DEFAULTS UPON SENIOR SECURITIES

 

 

30

 

ITEM 4.                   

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

 

30

 

ITEM 5.                    

OTHER INFORMATION

 

 

30

 

ITEM 6.                    

EXHIBITS

 

 

31

 

SIGNATURES

 

 

 

33

 

 

 
2
 


PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

The accompanying balance sheets of GOLD LAKES CORP. at January 31, 2016 (with comparative figures as at July 31, 2015) and the statement of operations for the three and six months ended January 31, 2016 and 2015; and the statement of cash flows for the six months ended January 31, 2016 and 2015 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, 2016 are not necessarily indicative of the results that can be expected for the year ending July 31, 2016.

 

 
3
 

 

GOLD LAKES CORP.

BALANCE SHEETS

(Unaudited)

 

 

 

January 31,
2016

 

 

July 31,
2015

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$ 17,007

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

17,007

 

 

 

-

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 17,007

 

 

$ -

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued interest

 

$ 88,194

 

 

$ 110,204

 

Due to related parties

 

 

11,730

 

 

 

24,590

 

Promissory Note Payable

 

 

21,500

 

 

 

21,500

 

Convertible Notes Payable

 

 

153,310

 

 

 

116,000

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

274,734

 

 

 

272,294

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

274,734

 

 

 

272,294

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Common stock 500,000,000 shares authorized, at $0.001 par value; 33,125,645 shares issued and outstanding as of January 31, 2016 (July 31, 2015 – 225,645 shares)

 

 

33,125

 

 

 

225

 

Capital in excess of par value

 

 

28,614,410

 

 

 

378,641

 

Accumulated Deficit

 

 

(28,905,262 )

 

 

(651,160 )
 

 

 

 

 

 

 

 

 

Total Stockholders' Deficiency

 

 

(257,727 )

 

 

(272,294 )
 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$ 17,007

 

 

$ -

 

 

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

 

 
4
 

 

GOLD LAKES CORP.

STATEMENTS OF OPERATIONS

(Unaudited)

January 31, 2016

 

 

 

Three months

ended

January 31,
2016

 

 

Three months

ended

January 31,
2015

 

 

Six months

ended

January 31,
2016

 

 

Six months

ended

January 31,
2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

114,800

 

 

 

2,000

 

 

 

159,523

 

 

 

4,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL EXPENSES

 

 

114,800

 

 

 

2,000

 

 

 

159,523

 

 

 

4,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

11,166

 

 

 

3,603

 

 

 

15,619

 

 

 

7,207

 

Amortization of conversion benefit

 

 

 12,580

 

 

 

 

 

 

 

 12,580

 

 

 

 

 

Shares for service

 

 

272,000

 

 

 

-

 

 

 

272,000

 

 

 

-

 

(Gain) on debt settlement

 

 

(96,819 )

 

 

-

 

 

 

(96,819 )

 

 

-

 

Impairment loss on mineral claims

 

 

-

 

 

 

-

 

 

 

23,500,000

 

 

 

-

 

Loss on conversion of debt

 

 

-

 

 

 

-

 

 

 

4,391,200

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$ (313,727 )

 

$ (5,603 )

 

$ (28,254,102 )

 

$ (11,207 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER COMMON SHARE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Fully diluted

 

$ (0.01 )

 

$ (0.02 )

 

$ (1.12 )

 

$ (0.05 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE OUTSTANDING SHARES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

32,525,525

 

 

 

225,252

 

 

 

24,948,351

 

 

 

225,252

 

Fully Diluted

 

 

88,173,869

 

 

 

115,225,525

 

 

 

88,173,869

 

 

 

115,225,525

 

 

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

 

 
5
 

 

GOLD LAKES CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

January 31, 2016

 

 

 

Six months

ended

January 31,
2016

 

 

Six months

ended

January 31,
2015

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$ (28,254,102 )

 

$ (11,207 )

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Impairment loss on mineral claims

 

 

23,500,000

 

 

 

-

 

Loss on conversion of debt

 

 

4,391,200

 

 

 

-

 

Shares for services

 

 

272,000

 

 

 

-

 

Inferred interest on related party debt

 

 

945

 

 

 

-

 

Amortization of deferred charges

 

 

5,003

 

 

 

-

 

Amortization of conversion benefit

 

 

12,580

 

 

 

-

 

Gain on debt settlement

 

 

(96,819 )

 

 

-

 

Changes in accounts payable

 

 

7,610

 

 

 

11,207

 

 

 

 

 

 

 

 

 

 

Net cash (used in) operating activities

 

 

(161,583 )

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Net cash (used in) investing activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Repayment of advances from related parties

 

 

(12,860 )

 

 

-

 

Cash from issue of convertible debt

 

 

191,450

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

178,010

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Increase in Cash

 

 

17,007

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash at Beginning of Period

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

 

$ 17,007

 

 

$ -

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCIAL ACTIVITIES

 

 

 

 

 

 

 

 

Shares issued for debt

 

$ 4,400,000

 

 

$ -

 

Shares issued for property

 

$ 23,500,000

 

 

$ -

 

Taxes paid

 

$ -

 

 

$ -

 

Interest paid

 

$ -

 

 

$ -

 

 

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

 

 
6
 

 

GOLD LAKES CORP.
NOTES TO FINANCIAL STATEMENTS

(Unaudited)

January 31, 2016

 

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.

 

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, 2016 and 2015, the Company has 88,173,869 and 115,225,525, respectively,of common stock equivalents outstanding, calculated using the if-converted method.

 

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.

 

Advertising and Market Development

 

The Company expenses advertising and market development costs as incurred

 

 
7
 

 

GOLD LAKES CORP.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

January 31, 2016

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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 three months or less to be cash equivalents.

 

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.

  

 
8
 

 

GOLD LAKES CORP.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

January 31, 2016

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Recent Accounting Pronouncements

 

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.

 

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 consolidated 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 consolidated 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.

 

 
9
 

 

GOLD LAKES CORP.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

January 31, 2016

 

3. MINERAL PROPERTIES

 

On August 28, 2015, the Company entered into an Equity Participation and Earn-In Agreement (the "Agreement") with Flex Mining Ltd., a Delaware Corporation ("Flex"). Pursuant to the Agreement, the Company has the right to acquire 100% of Flex by incurring expenditures of $1 million over the next three years. The initial phase is expected to cost $67,500; and if successful in Phase 1, Phase 2 is budgeted at $186,000. The balance, of $746,500 will be spent subject to the success of Phase 2.In addition, the Company issued 23,500,000 shares of restricted common stock to Flex. Although the Agreement stipulates a deemed value of $0.05 per share, the transaction has been recorded at the market value at the date the shares were issued which was $1.00 per share, and the value of the Agreement was determined to be $23,500,000.

 

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.

 

4. CONVERTIBLE NOTES PAYABLE

 

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. 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, 2016, $8,800 of debt was converted into 8,800,000 shares of common stock. Given that the market price of the shares on the date of conversion was $0.50 per share or $4,400,000, there was a conversion benefit of the difference between $4,400,000 market value of debt when converted into common shares and the $8,800 book value of the debt. This difference of $4,391,200 has been expensed as a loss on conversion of debt during the current period.

 

On July 31, 2012, the Company converted $76,000 in advances 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 was convertible into shares of the Company's common stock at a conversion price of $0.001. 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. On December 23, 2015, The Company acquired the full face of the $76,000 promissory note and the $25,819 of accrued interest for $5,000 resulting in a gain on the settlement of debt of $96,819.

 

On October 16, 2015, the Company issued a $33,500 convertible promissory note. The note has an 10% per annum interest rate and a maturity date of October 16, 2016. 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 50% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $13,000 has been recorded and is being amortized over the life of the loan.

 

On October 16, 2015, the Company issued a $27,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of October 16, 2016. Closing costs of $4,500 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. A conversion benefit of $11,250 has been recorded and is being amortized over the life of the loan.

 

 
10
 

 

GOLD LAKES CORP.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

January 31, 2016

 

4. CONVERTIBLE NOTES PAYABLE (Continued)

 

On November 20, 2015, the Company issued a $30,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of November 20, 2016. Closing costs of $3,500 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. A conversion benefit of $13,260 has been recorded and is being amortized over the life of the loan.

 

On December 21, 2015, the Company issued a $50,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of December 21, 2017. Closing costs of $5,000 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 $22,500 has been recorded and is being amortized over the life of the loan.

 

On December 21, 2015, the Company issued a $50,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of December 21, 2017. Closing costs of $5,000 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 $22,500 has been recorded and is being amortized over the life of the loan.

 

On January 22, 2016, the Company issued a $35,500 convertible promissory note. 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 $9,050 has been recorded and is being amortized over the life of the loan.

 

5. RELATED PARTY TRANSACTIONS

 

During the year, the officer of the Company was repaid a net $12,860. Consequently, the amount due the officer is $11,730 as at January 31, 2016 (July 31, 2015- $24,590) to the Company without interest or repayment terms. The Company has incurred a $1,525 inferred benefit and this has been charged to interest expense. During the year, the Company remunerated the officer of the Company 400,000 shares of the Company's common stock. The price of the stock was $0.43 and a charge of $172,000 has been expensed as Shares for Service.

 

6. SHARES FOR SERVICE

 

During the year, there was 200,000 shares issued to a consultant. At the issue date, the fair market value of the shares was $0.50 and a charge of $100,000 has been expensed as Shares for Service.

 

7. NOTE PAYABLE

 

The Company has received $17,500 under a 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 $10,993 was accrued through January 31, 2016 and has been disclosed on the balance sheets as accounts payable and accrued interest.

  

8. 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.

 

 
11
 

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


Corporate Organization and History within the Last Three years

 

We were incorporated under the laws of the State of Nevada on January 18, 2007 under the name Siga Resources Inc. We do not have any subsidiaries or affiliated companies. Since our default have defaulted on payments to keep the ownership in the Lucky Thirteen Claim intact. Consequently, we have lost our interest in the Lucky Thirteen Claim entirely.

 

We have not been involved in any bankruptcy, receivership or similar proceedings since inception nor have we been party to a reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. We have no intention of entering into a corporate merger or acquisition.

 

Business Development since Inception

 

There is no historical financial information about us upon which to base an evaluation of our performance as an exploration corporation. We are a pre-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 resurrect our ownership interest in the Lucky Thirteen Claim by making the requisite payments; or we must find an alternate mining claim. We must obtain equity or debt financing to provide the capital required 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 shareholders.

 

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 to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from other sources. Our only other source for cash at this time is investments by others in the Company.

 

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. We have discussed this matter with our officers and directors. However, our officers and directors are unwilling to make any commitments to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash. We require additional cash to continue operations. Such operations could take many years of exploration and would require expenditure of very substantial amounts of money, money we do not presently have and may never be able to raise. If we cannot raise it we will have to abandon our planned exploration activities and go out of business.

 

We estimate we will require $153,069 in cash over the next twelve months. For a detailed breakdown refer to "Liquidity and Capital Reserves". In addition, cash will be required to cover the phase one cost of completing the exploration work for the Big Monty Claims during that period is estimated at $67,500; and, if required the phase two costs estimated at $186,000.

 

 
12
 

 

Comparison of the Operating Results for the three months ended January 31, 2016 to January 31, 2015

 

 

 

 

 

 

3 months ended

 

 

 

 

 

 

 

 

 

 

 

 

January 31,
2016

 

 

January 31,
2015

 

 

Difference

 

Write down of Mineral Property

 

 

 

 

$ -

 

 

$ -

 

 

$ -

 

Interest Expense

 

1

 

 

 

11,167

 

 

 

3,604

 

 

 

7,563

 

Shares issued for services

 

7

 

 

 

272,000

 

 

 

-

 

 

 

272,000

 

Consulting

 

2

 

 

 

62,375

 

 

 

-

 

 

 

62,375

 

Legal

 

3

 

 

 

24,642

 

 

 

-

 

 

 

24,642

 

Filing Expenses

 

4

 

 

 

14,015

 

 

 

-

 

 

 

14,015

 

Conversion Benefit on Debt

 

5

 

 

 

12,580

 

 

 

-

 

 

 

12,580

 

Audit and Accounting

 

 

 

 

 

6,750

 

 

 

2,000

 

 

 

4,750

 

Communications Expenses:Transfer Agent Fees

 

 

 

 

 

3,457

 

 

 

-

 

 

 

3,457

 

Travel

 

 

 

 

 

2,000

 

 

 

-

 

 

 

2,000

 

Rent

 

 

 

 

 

1,500

 

 

 

-

 

 

 

1,500

 

Bank Charges

 

 

 

 

 

60

 

 

 

-

 

 

 

60

 

Gain on Accounts Payable

 

6

 

 

 

(96,819 )

 

 

-

 

 

 

(96,819 )
 

 

 

 

 

$ 313,727

 

 

$ 5,604

 

 

$ 308,123

 

______________ 

1.

Interest expense-$11,162 in quarter ended January 31, 2016 ("Q2-16"), up $7,563 from Q1-15. The increase is due to increased debt undertaken by the company during the year.

2.

Consulting - $62,375 in Q2-15. The increase consulting is due to hiring Chris Valos and Ed Morrow ($4,500/mo) and consulting to help raise capital.

3.

Legal $24,643 in Q2-16 due to getting listed on QBX, getting property transferred.

4.

Filing Expenses - $14,015 in Q2-16 due to Listing fees $12,500 on QBX.

5.

Conversion Benefit on Debt - $12,580.33 in Q2-16 is the amortization of conversion benefit over term of loan.

6.

Gain on Debt Settlement- $96,819 in Q2-16. Purchase of Laguna convertible debt for $5,000 resulted in gain.

7.

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.

 

 
13
 

 

Comparison of the Operating Results for the six months ended January 31, 2016 to January 31, 2015 
 

 

 

 

 

 

6 months ended

 

 

 

 

 

 

 

 

 

 

 

 

January 31,
2016

 

 

January 31,
2015

 

 

Difference

 

Write down of Mineral Property

 

1

 

 

 

23,500,000

 

 

 

-

 

 

 

23,500,000

 

Loss on Conversion of debt

 

2

 

 

 

4,391,200

 

 

 

-

 

 

 

4,391,200

 

Shares for service

 

9

 

 

 

272,000

 

 

 

-

 

 

 

272,000

 

Interest Expense

 

 

 

 

 

15,619

 

 

 

7,207

 

 

 

8,412

 

Consulting

 

3

 

 

 

86,875

 

 

 

-

 

 

 

86,875

 

Legal

 

4

 

 

 

34,238

 

 

 

-

 

 

 

34,238

 

Filing Expenses

 

5

 

 

 

18,437

 

 

 

-

 

 

 

18,437

 

Conversion Benefit on Debt

 

6

 

 

 

12,580

 

 

 

-

 

 

 

12,580

 

Audit and Accounting

 

7

 

 

 

11,750

 

 

 

4,000

 

 

 

7,750

 

Transfer Agent Fees

 

 

 

 

 

4,497

 

 

 

-

 

 

 

4,497

 

Travel

 

 

 

 

 

2,000

 

 

 

-

 

 

 

2,000

 

Rent

 

 

 

 

 

1,500

 

 

 

-

 

 

 

1,500

 

Bank Charges

 

 

 

 

 

225

 

 

 

-

 

 

 

225

 

Gain on Accounts Payable

 

8

 

 

 

(96,819 )

 

 

-

 

 

 

(96,819 )
 

 

 

 

 

 

28,254,102

 

 

 

11,207

 

 

 

28,242,895

 

____________

1.

Loss on Impairment of Mineral Properties -$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.

2.

Loss on Conversion of Debt - $4,391,200. $8,800 of convertible debt was converted to 8,800,000 shares. The market value at the time of the conversion was $0.52 per share resulting in a loss of conversion of $4,391,200.

3.

Consulting - $86,875. Consulting costs increased due to money raising activities.

4.

Legal $34,238 is due to getting listed on QBX, getting property transferred, reverse merger and name change.

5.

Filing Expenses - $18,437 due to Listing fees $12,500 on QBX..

6.

Conversion Benefit on Debt - $12,580.33 is the amortization of conversion benefit over term of loan.

7.

Audit and Accounting - $11,750 as compared to $5,000 prior year. Audit and accounting increase $6750 over the three-month period ended January 31, 2015. This increase is due to change of auditor.

8.

Gain on Debt Settlement- $96,819. Purchase of Laguna convertible debt for $5,000 resulted in gain.

9.

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.

 

 
14
 

 

Balance Sheets

 

Total cash, as of January 31, 2016 was $17,007 and July 31, 2015 was $Nil. Our working capital deficiency as at January 31, 2016 was a $257,727 and as of July 31, 2015, $272,294.

 

Total stockholders' deficit as of January 31, 2016 was $257,727 and $272,294 as at July 31, 2015. Total shares outstanding as at January 31, 2016 was 33,125,525 and July 31, 2015 was 225,525.

 

Our mineral properties are the:

 

Big Monty Claims

 

We have entered into an earn-in agreement to earn a 100% interest in the Big Monty Claims.

 

The Big Monty Claims consist of the following 6 mining claims in Northern Ontario:

 

Mining Claim #

 

 

# of 16HA Claim Units

 

 

# of Hectares

 

 

# of Acres

 

4256641

 

 

 

16

 

 

 

256

 

 

 

633

 

4256642

 

 

 

16

 

 

 

256

 

 

 

633

 

4256644

 

 

 

6

 

 

 

96

 

 

 

237

 

4256645

 

 

 

9

 

 

 

144

 

 

 

356

 

4256646

 

 

 

11

 

 

 

176

 

 

 

435

 

4256647

 

 

 

12

 

 

 

192

 

 

 

475

 

 

 

 

 

70

 

 

 

1,120

 

 

 

2,769

 


Location and Access

 

The Big Monty Claims is located approximately 70 kilometers (44 miles) north of Kirkland Lake, Ontario, and 68 kilometers east of Timmins, Ontario (42 miles). It is located approximately 10 kilometers (6 miles) east of Matheson, Ontario. The area covered by the Claim is an active mineral exploration and development region with plenty of heavy equipment and operators available for hire. Both Kirkland Lake and Timmins can provide all necessary amenities and supplies including, fuel, helicopter services, hardware, drilling companies and assay services. Access to our Claim is via major highway east of Matheson. No water is required for the purposes of our planned exploration work. No electrical power is required at this stage of exploration. Any electrical power that might be required in the foreseeable future could be supplied by gas powered portable generators.

 

The claim's terrain is rugged with mountain forests growth throughout.

 

 
15
 

 

Property Geology

 

Bedrock outcrops were found to be generally rare across all of the claims. This was due to vegetation and glacial till. Portions of the claims have been logged in recent years; particularly the northern portion of claim 4256645 and claims 4256646 and 4256647. However, the logged areas have re-vegetated with first generation plants (grasses, pines, scrub oaks, sumac, etc.) making it difficult to find bedrock exposures. Also a significant portion of the claims area is covered with a veneer of glacial till of varying thicknesses. The till is described as a fine to medium grain arkosic sand with occasional pebble and gravel size clasts. This till dominates claims area south of the North Branch of the Porcupine-Destor Fault. The available bedrock outcrops are primarily found on claims 4255645, 4255646 and 4255647 due to recent logging and the glacial till being locally thinner at these claims. The observed bedrock is a massive fine-grained mafic volcanic rocks intruded with mafic rock characterized by pillow structures. Also observed was a northwest/southeast dike on claim 4255646. The dike rock is described as a medium-grain with visible feldspars and slightly magnetic. Finally, accessory minerals of pyrite and possible arsenopyrite were observed in several rocks. The general geochemistry is indicating the collect rocks are mafic being rich in iron and magnesium with low silica by weight. No significant concentrations of precious, base or rare earth elements were detected in the collected rocks. A belt of volcanic rocks, of the Savura Volcanic Group, underlies the property. These volcanic rocks are exposed along a wide axial zone of a broad complex. The presence of these rocks is on our property is relevant to us as gold mineralization, at the nearby (approximately 20 miles to the west of our claim) Nasoata Gold Mine, a past producer of gold in commercial quantities, is generally concentrated within extrusive volcanic rocks (of the Savura Volcanic Group) on the walls of large volcanic caldera.

 

The Big Monty Claims are located approximately 6 miles east of the town of Matheson (2,410 population).

 

Previous Exploration

 

On October 28, 2013, G3 - Gauvreau GeoEnvironmental Group Inc. prepared 2013 Claims Assessment Report. The work performed as part of the claims assessment necessary for the Big Monty Property to maintain the claims in good standing following the guidelines set forth by the Ontario Ministry of Northern Development and Mines (MNDM). The Big Monty Property is a northwest to southeast group of seven claims on Crown Land located west and south of Trollope Lake in Frecheville Township as illustrated on Figure 1. The claim numbers are the following: 4256641, 4256642, 4256644, 4256645, 4256646 and 4256647.

 

The assessment work for the claims is divided into three tasks:

 

1)

Field Study performing geologic mapping and sampling

2)

Magnetic Survey interpretation, and

3)

Georeferencing.

 

The Big Monty claims were staked in September and October of 2010. These claims are geologically located in the Abitibi greenstone province. Structurally the claims lie along the central sector of the north branch of the Porcupine-Destor Fault. This Fault divides the claim's lithostratographic assemblages north and south. The northern half of the claims has been mapped as Stoughton-Roquemaure Assemblage (27.25 to 27.20 Ma) (1). The southern and up side of the Fault has been mapped as the as the Kidd-Munro Assemblage (27.18 to 27.10 Ma) (1). The Stoughton-Roquemaure Assemblage is characterized by komatiitic basalt and low to high-Mg komatiite intrusives. Spinifex-textured and pillowed komatiites are common (2) while the Kidd-Monro Assemblage is described as assemblage as ultramafic and mafic, tholeiitic, metavolcanic rocks with minor high-silica rhyolite (1).

 

In the 2012 assessment period, an aerial magnetic survey was conducted on the Big Monty claims. The results from aerial magnetic survey produced a residual magnetic intensity map and a first vertical derivative of the residual magnetic intensity map. No corresponding geologic interpretation of the aerial magnetic survey was completed during that assessment period.

 

 
16
 

 

Field Study

 

A field study was performed beginning October 7 through October 11 and October 22, 2013. The purpose of the field study, where possible, was to complete the following:

 

 

·

geological mapping,

 

·

grab/hand rock sampling,

 

·

geochemical sampling,

 

·

structural mapping (faults, joints, fractures, etc.), and

 

·

GPS locating of control points including claim corner posts and claim boundaries.

 

Nine rock samples were collected from various bedrock outcrops during the field study. These samples were submitted to an Agat Laboratories in Sudbury, Ontario for chemical analyses.

 

The field geological mapping and chemical analysis data is used to tie the aerial magnetometer survey to observable and mapable bedrock conditions along with structures the Porcupine-Destor Fault Zone.

 

Aerial Magnetometer Survey Interpretation

 

The interpretation of the aerial magnetic survey interpretation was conducted using the data collected in the field. The results from aerial magnetic survey produced a residual magnetic intensity map and a first vertical derivative of the residual magnetic intensity map. The reader is reminded that a magnetic field has a direction or vector. Residual magnetic intensity is the remnant magnetic field before the rock has cooled below the Curie point and the magnetic field has been removed (3). This magnetism can be in any direction. The residual magnetic intensity is not only the magnetism from the first cooling event but the residual magnetism can be affected but subsequent events (magmatic or hydrothermal intrusion) that will affect the magnetic minerals in that formation.

 

The first vertical derivative of the residual magnetic intensity emphasizes near surface features by mathematically removing the inclination and declination of the field from the data. The transformed data views the same geologic structures as the residual magnetic intensity map, but with the magnetic pole's field induced vertical. The first vertical derivative is calculated by measuring the magnetic field simultaneously at two points vertically above each other and dividing the difference in the magnetic intensities by the distance between the two points. Figure 3 illustrates the residual magnetic intensity. The north branch of the Porcupine-Destor Fault is the dividing line between high and low magnetic intensity.

 

The magnetic intensity decreases to the southwest of the Fault. Correspondingly, the magnetic intensity is elevated on the claims northeast of the Fault. Interestingly, off set movement of the low magnetic intensity to the northeast is illustrated by the faults labeled 2 and 3 movements to the northeast. The low magnetic intensity located in the southeastern part of the Big Monty claims can be interpreted to be the lack of magnetic minerals which may possibly be due to an underlying felsic intrusive body. The mafic dike on claim 4255646 was expected to have a clear magnetic signature especially considering the rock sample collected from the dike was slightly magnetized and had the highest iron concentration however no geometric magnetic signature mimicking the dike was observed.

 

As with the residual magnetic intensity map, areas of north of the Porcupine-Destor Fault illustrate relatively higher general magnetic intensity than areas south of the Fault, and the southwestern portion of claim 4256641 is also an area of low magnetic intensity. Five near circular areas of elevated magnetic intensity are interpreted along or paralleling to the Northern Branch of the Porcupine- Destor Fault in claims 4256641, 4256642 and 4256645. These features are interpreted to be intrusions characterized by rocks with significant magnetic minerals. The relationship of the intrusions to the Fault can be interpreted as these intrusions having been injected into the Fault.

 

 
17
 

 

Georeferencing

 

MNDM requires the claims to be in spatially correct location. Georeferencing was planned as part of the field study following the MNDM guidelines. During the Field Study each claim corner was found using a GPS. Unfortunately no claims post were found at or surrounding these GPS locations. A request for extension has been filed to complete the georeferencing and re-posting of the claims.

 

Proposed Exploration Work – Plan of Operation

 

The ultimate goal of the assessment work is to identify locations of where to drill for precious metals. To achieve that goal from the available data, various assumptions must be made regarding the interpretation for the potential of mineralization. For example, if the assumption is that gold will be associated with quartz/felsic intrusions then the southwestern corner of claim 4256640 represents a reasonable target area. If it is further assumed that mineralization is associated with fault structures, then the northeast trending Faults 3 and 4 should be focus areas for potential exploration locations.

 

However, if the mineralization is associated with massive sulfide intrusions then the five elevated magnetic areas associated with the Fault are potential targets. Massive sulfides are usually associated with pyrite which is only slightly magnetic. The mineralization may be associated with pyrhhotite and magnetite which are common in sulfide intrusives. It should be noted that two of the elevated magnetic intensity areas are located at junction points between the Branch of the Porcupine-Destor Fault and the northeastern trending faults. The junction locations are ideal for intrusives and are recommended drilling locations.

 

Consequently, the proposed field work will be a phased exploration program to properly evaluate the potential of the Big Monty Claims.We must conduct exploration to determine what minerals exist on our property and whether they can be economically extracted and profitably processed. We plan to proceed with exploration of the Big Monty Claims by drilling the quartz/felsic intrusion as well as testing further the five elevated magnetic areas associated with the fault in order to begin determining the potential for discovering commercially exploitable deposits of gold on our claim.

 

We have not discovered any ores or reserves on the Big Monty Claims. Our planned work is exploratory in nature.

 

The goal of phase 1 is to utilize the current data base for the project, (an airborne mag survey and a brief geologic review done in 2013) to develop possible drill targets seeking precious and base metals on the 7 claims comprising the Monty Project.

 

The existing knowledge of geology and structure is insufficient to spot drill targets at this time. Only 9 rock samples were taken and none found more than trace values in precious or base metals. A problem was lack of outcrop, limiting knowledge of the actual rock types, including structure and geology. 10 outcrops were found and the geological evaluation was minimal. The report does not indicate that rock fabric or strike and dip of features was performed.

 

The Porcupine-Destor fault system is believed to run generally East-West through the property with numerous North East-South West cross faults providing several possible intersecting structural features which could possibly host economic mineralization.

 

Phase 1 will revisit outcrops for mapping and recording attitudes and fabric. Outcrop exposure will be attempted by stripping moss and vegetation from shallowly covered areas. This same effort will assess access for drill equipment, and determine if additional geophysics, either airborne or ground, would be valuable in determining more precisely the strike and dip of the major structures.

 

 
18
 

 

Competitive Factors

 

The mining industry is highly fragmented. We are competing with many other exploration companies looking for gold. We are among the smallest exploration companies in existence and are an infinitely small participant in the mining business which is the cornerstone of the founding and early stage development of the mining industry. While we generally compete with other exploration companies, there is no competition for the exploration or removal of minerals from our claims. Readily available markets exist for the sale of gold. Therefore, we will likely be able to sell any gold that we are able to recover, in the event commercial quantities are discovered on the Big Monty Claims. There is no ore body on the Big Monty Claims.

 

Government Regulation

 

Exploration activities are subject to various national and provincial laws which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed there under in Ontario and Canada.

 

Environmental Regulation

 

Our exploration activities are subject to various federal, provincial and local laws and regulations governing protection of the environment. These laws are continually changing and, as a general matter, are becoming more restrictive. Our policy is to conduct business in a way that safeguards public health and the environment. We believe that our exploration activities are conducted in material compliance with applicable laws and regulations. Changes to current local, state or federal laws and regulations in the jurisdictions where we operate could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could render certain exploration activities uneconomic.

 

Employees

 

Initially, we intend to use the services of subcontractors for labor exploration work on our claim. At present, we have no employees as such although our officer and director devotes a portion of their time to the affairs of the Company. Our officer and director does not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any employee.

 

As indicated above we will hire subcontractors on an as needed basis. We have not entered into negotiations or contracts with any of potential subcontractors. We do not intend to initiate negotiations or hire anyone until we are nearing the time of commencement of our planned exploration activities.

 

There are no permanent facilities, plants, buildings or equipment on our mineral claim.

 

Mineralization

 

No mineralization has been reported for the area of the property but structures and shear zones affiliated with mineralization on adjacent properties pass through it.

 

Exploration

 

Previous exploration work has not included any attempt to drill the structure on Big Monty Claims. Records indicate that no detailed exploration has been completed on the property.

 

 
19
 

 

Adjacent Properties

 

The adjacent properties are cited as examples of the type of deposit that has been discovered in the area and are not major facets to this report.

 

Planned Exploration Program

 

Description of Phase 1 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

 

 

If phase 1 is successful, and time/weather is acceptable drilling can be commenced:

 

Description of Phase 2 Expenses

 

Cost

 

Ground/air geophysics over fault zones

 

$ 30,000

 

Fees for field crews for 2 months

 

 

48,000

 

Drilling 3,300 meter holes if warranted

 

 

108,000

 

TOTAL PHASE TWO

 

$ 186,000

 

TOTAL FOR PHASES ONE AND TWO

 

$

253,500

 

 

The balance of the $1,000,000 requisite expenditure 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.

 

We intend to complete the exploration work on the Big Monty Claims. No exact date has been determined for the commencement of exploration work on the Big Monty Claims.

 

Particularly since we have a limited operating history, no reserves and no revenue, our ability to raise additional funds might be limited. If we are unable to raise the necessary funds, we would be required to suspend Siga's operations and liquidate our company.

 

There are no permanent facilities, plants, buildings or equipment on the Big Monty Claims.

 

 
20
 

 

Trends

 

We are in the pre-explorations stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future unless we place a property in production. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, other than as described in this section or in 'Risk Factors' on page 5.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. 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.

 

The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Certain conditions, discussed below, currently exist which raise substantial doubt upon the validity of this assumption. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

 

Liquidity and Capital Resources

 

As of January 31, 2016 our total assets were $17,007 and our total liabilities were $274,734.

 

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

 

Expense

 

Ref.

 

Estimated

Amount

 

 

 

 

 

 

 

Accounting and audit

 

(i)

 

$ 15,500

 

Edgar filing fees

 

(ii)

 

 

6,000

 

Filing fees – Nevada; Securities of State

 

(ii)

 

 

375

 

Office and general expenses

 

(iv)

 

 

43,000

 

Estimated expenses for the next twelve months

 

 

 

 

64,875

 

 

 

 

 

 

 

 

Account payable as at January 31, 2016

 

 

 

 

88,194

 

Cash required for the next twelve months

 

 

 

$ 153,069

 

___________

(i)

Accounting and audit

 

 
21
 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

October 31, 2015

 

10-Q

 

 

1,500

 

 

 

1,500

 

 

 

3,000

 

January 31, 2015

 

10-Q

 

 

1,500

 

 

 

1,500

 

 

 

3,000

 

April 30, 2015

 

10-Q

 

 

1,500

 

 

 

1,500

 

 

 

3,000

 

July 31, 2015

 

10-K

 

 

3,000

 

 

 

3,500

 

 

 

6,500

 

Estimated total

 

 

 

$ 7,500

 

 

$ 8,000

 

 

$ 15,500

 

____________

(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.

 

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, 2016, 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.

 

 
22
 

 

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

 

Market Information

 

There are no common shares subject to outstanding options, warrants or securities convertible into common equity of our Company.

 

The number of shares subject to Rule 144 is 23,500,000 Share certificates representing these shares have the appropriate legend affixed on them.

 

There are no shares being offered to the public other than indicated in our effective registration statement and no shares have been offered pursuant to an employee benefit plan or dividend reinvestment plan.

 

While our shares are traded on the OTCBB. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, we must remain current in our filings with the SEC; being as a minimum Forms 10-Q and 10-K. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60-day grace period if they do not make their filing during that time.

 

In the future our common stock trading price might be volatile with wide fluctuations. Things that could cause wide fluctuations in our trading price of our stock could be due to one of the following or a combination of several of them:

 

·

our variations in our operations results, either quarterly or annually;

·

trading patterns and share prices in other exploration companies which our shareholders consider similar to ours;

·

the exploration results on the Big Monty Claims, and

·

other events which we have no control over.

 

In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance. In the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company. Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management's attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.

 

Trends

 

We are in the exploration stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, as more fully described under 'Risk Factors'.

 

 
23
 

 

ITEM 4. CONTROLS AND PROCEDURES

 
Evaluation of Disclosure Controls and Procedures

 

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, 2016 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 are not effective as of January 31, 2016 as a result of material weaknesses in internal controls over financial reporting. 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. Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes-Oxley ("SOX") Section 404 A which accomplishes the following:

 

Internal controls are mechanisms to ensure objectives are achieved and are under the supervision of the Company's Chief Executive Officer and Chief Financial Officer, being Christopher P Vallos. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate fraud and abuse.

 

These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

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, 2016, 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, 2016, 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.

 

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.

 

 
24
 

 

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.

 

ITEM 4T. CONTROLS AND PROCEDURES


There were no changes in Gold Lake's internal controls over financial reporting during the six months' period ending January 31, 2016 that have materially affected, or are reasonably likely to material affect, Gold Lake's internal control over financial reporting.

 

 
25
 

 

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS


There are no legal proceedings to which Gold Lakes is a party or to which the Flex Claim is subject, nor to the best of management's knowledge are any material legal proceedings contemplated.

 

ITEM 1A. RISK FACTORS


Risks Associated with our Company:

 

1.

Because our auditors have issued a going concern opinion and because our officers and directors will not loan any money to us, we may not be able to achieve our objectives and may have to suspend or cease exploration activity.

 

Our auditors' report on our 2015 financial statements expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business for the next twelve months. Because our officers and directors are unwilling to commit to loan or advance capital to us, we believe that if we do not raise additional capital through the issuance of treasury shares, we will be unable to conduct exploration activity and may have to cease operations and go out of business.

 

2.

Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our property does not contain any reserves, and any funds spent on exploration will be lost.

 

Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our prospective properties, the Big Monty Claims, does not contain any reserves, and any funds spent on exploration will be lost. If we cannot raise further funds as a result, we may have to suspend or cease operations entirely which would result in the loss of our shareholders' investment.

 

3.

We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease exploration activity or cease operations.

 

We were incorporated in 2007, have not yet conducted any exploration activities and have not generated any revenues. We have an insufficient exploration history upon which to properly evaluate the likelihood of our future success or failure. Our net loss from inception to January 31, 2016, the date of our most recent unaudited financial statements, is $ 28,905,262 . Our ability to achieve and maintain profitability and positive cash flow in the future is dependent upon

 

*

Our ability to locate a profitable mineral property

*

Our ability to locate an economic ore reserve

*

Our ability to generate revenues

*

Our ability to reduce exploration costs.

 

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral property. We cannot guarantee we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

 

 
26
 

 

4.

We have no known ore reserves. Without ore reserves we cannot generate income and if we cannot generate income we will have to cease exploration activity which will result in the loss of our shareholders' investment.

 

We have no known ore reserves. Even if we find gold mineralization we cannot guarantee that any gold mineralization will be of sufficient quantity so as to warrant recovery. Additionally, even if we find gold mineralization in sufficient quantity to warrant recovery, we cannot guarantee that the ore will be recoverable. Finally, even if any gold mineralization is recoverable, we cannot guarantee that this can be done at a profit. Failure to locate gold deposits in economically recoverable quantities will mean we cannot generate income. If we cannot generate income we will have to cease exploration activity, which will result in the loss of our shareholders' investment.

 

5.

If we don't raise enough money for exploration, we will have to delay exploration or go out of business, which will result in the loss of our shareholders' investment.

 

We estimate that, with funding committed by our management combined, we do not have sufficient cash to continue operations for twelve months' even if we only carry out Phase I of our planned exploration activity on the Big Monty Claims. We need to raise additional capital to undertake Phase I. We may not be able to raise additional funds. If that occurs, we will have to delay exploration or cease our exploration activity and go out of business which will result in the loss of our shareholders' entire investment in our Company.

 

6.

Because we are small and do not have much capital, we must limit our exploration and as a result may not find an ore body. Without an ore body, we cannot generate revenues and our shareholders will lose their investment.

 

Any potential development of and production from our exploration property depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified engineers and geologists. Because we are small and do not have much capital, we must limit our exploration activity unless and until we raise additional capital. Any decision to expand our operations on our exploration property will involve the consideration and evaluation of several significant factors including, but not limited to:

 

 

·

Costs of bringing the property into production including exploration preparation of production feasibility studies, and construction of production facilities;

 

 

 

 

·

Availability and cost of financing;

 

 

 

 

·

Ongoing costs of production;

 

 

 

 

·

Market prices for the minerals to be produced;

 

 

 

 

·

Environmental compliance regulations and restraints; and

 

 

 

 

·

Political climate and/or governmental regulations and controls.

 

 
27
 

 

Such programs will require very substantial additional funds. Because we may have to limit our exploration, we may not find an ore body, even though our property may contain mineralized material. Without an ore body, we cannot generate revenues and our shareholders will lose their entire investment in our Company.

 

We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or suspend exploration activity.

 

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials as and when we are able to raise the requisite capital. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

 

7.

Because our officers and directors have other outside business activities and may not be in a position to devote a majority of their time to our exploration activity, our exploration activity may be sporadic which may result in periodic interruptions or suspensions of exploration.

 

Our one officer, our President will be devoting only 15% of his time, approximately 24 hours per month, to our business. As a consequence of the limited devotion of time to the affairs of our Company expected from management, our business may suffer. For example, because our officers and directors have other outside business activities and may not be in a position to devote a majority of their time to our exploration activity, our exploration activity may be sporadic or may be periodically interrupted or suspended. Such suspensions or interruptions may cause us to cease operations altogether and go out of business.

 

8.

Because mineral exploration and development activities are inherently risky, we may be exposed to environmental liabilities. If such an event were to occur it may result in a loss of your investment.

 

The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production. At present, the Big Monty Claims, does not have a known body of commercial ore. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in extraction operations and the conduct of exploration programs. We do not carry liability insurance with respect to our mineral exploration operations and we may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards. Previous mining exploration activities may have caused environmental damage to the Big Monty Claims. It may be difficult or impossible to assess the extent to which such damage was caused by us or by the activities of previous operators, in which case, any indemnities and exemptions from liability may be ineffective. If the Big Monty Claims is found to have commercial quantities of ore, we would be subject to additional risks respecting any development and production activities. Most exploration projects do not result in the discovery of commercially mineable deposits of ore.

 

9.

 No matter how much money is spent on our Mineral Claim; the risk is that we might never identify a commercially viable ore reserve.

 

No matter how much money is spent over the years on the Big Monty Claims, we might never be able to find a commercially viable ore reserve. Over the coming years, we could spend a great deal of money on the Big Monty Claims without finding anything of value. There is a high probability the Big Monty Claims do not contain any reserves so any funds spent on exploration will probably be lost.

 

 
28
 

 

10.

Even with positive results during exploration, the Mining Claims might never be put into commercial production due to inadequate tonnage, low metal prices or high extraction costs.

 

We might be successful, during future exploration programs, in identifying a source of minerals of good grade but not in the quantity, the tonnage, required to make commercial production feasible. If the cost of extracting any minerals that might be found on the Big Monty Claims is in excess of the selling price of such minerals, we would not be able to develop the Big Monty Claims. Accordingly, even if ore reserves were found on the Big Monty Claims, without sufficient tonnage we would still not be able to economically extract the minerals from the Big Monty Claims in which case we would have to abandon the Big Monty Claims and seek another mineral property to develop, or cease operations altogether.

 

Risks Associated with owning our Shares:

 

11.

 We anticipate the need to sell additional treasury shares in the future meaning that there will be a dilution to our existing shareholders resulting in their percentage ownership in the Company being reduced accordingly.

 

We expect that the only way we will be able to acquire additional funds is through the sale of our common stock. This will result in a dilution effect to our shareholders whereby their percentage ownership interest in the Company is reduced. The magnitude of this dilution effect will be determined by the number of shares we will have to issue in the future to obtain the funds required.

 

12.

 We have settled liabilities of the Company by entering into Convertible Debentures and Settlement Agreements which have a significant dilution effect on our shareholders.

 

We have entered into Convertible Debentures Agreements with our creditors which could result in the issuance of 88,173,869additional shares. This will result in a dilution effect to our shareholders whereby their percentage ownership interest in the Company is reduced. Further agreements could be entered into.

 

13.

 Because our securities are subject to penny stock rules, you may have difficulty reselling your shares .

 

Our shares are "penny stocks" and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

 

Forward Looking Statements

 

In addition to the other information contained in this Form 10-Q, it contains forward-looking statements which involve risk and uncertainties. When used in this Form 10-Q, the words "may", "will", "expect", "anticipate", "continue", "estimate", "project", "intend", "believe" and similar expressions are intended to identify forward-looking statements regarding events, conditions and financial trends that may affect our future plan of operations, business strategy, operating results and financial position. Readers are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual result could differ materially from the results expressed in or implied by these forward-looking statements as a result of various factors, many of which are beyond our control. Any reader should review in detail this entire Form 10-K including financial statements, attachments and risk factors before considering an investment.

 

 
29
 

 

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


There has been no change in our securities since the fiscal year ended July 31, 2015.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


There have been no matters brought forth to the securities holders to vote upon during this quarter.

 

ITEM 5. OTHER INFORMATION


CHRISTOPHER VALLOS was appointed as sole director of the Company on September 3, 2014, and subsequently made the Chief Executive Officer, Chief Financial Officer, President, and Secretary-Treasurer of the Company on that date.

 

Mr. Vallos has been the Director of Finance and Marketing for NYC Marketing since 2010. NYC Marketing is a national investor relation and marketing firm that provides comprehensive customized services for publicly traded companies. Mr. Vallos responsibilities included corporate finance, budgeting, forecasting, and business analysis. Prior to joining NYC Marketing, Mr. Vallos was a product manager at Steris Corporation for 3 years.

 

Board of Directors

 

Below is a description of the Audit Committee of the Board of Directors. The Charter of the Audit Committee of the Board of Directors sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to oversee and monitor the Company's accounting and reporting processes and the audits of the Company's financial statements.

 

Our audit committee is comprised of Christopher Vallos, our President and Chairman of the Audit Committee whom is not independent. Christopher Vallos cannot be considered an "audit committee financial expert" as defined in Item 401 of Regulation S-B. .

 

Apart from the Audit Committee, the Company has no other Board committees.

 

Since inception on January 18, 2007, our Board has conducted its business entirely by consent resolutions and has not met, as such.

 

 
30
 

 

ITEM 6. EXHIBITS


Exhibits

 

The following exhibits are included as part of this report by reference:

 

3

Corporate Charter (incorporated by reference from Siga's Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)

 
3(i)   

Articles of Incorporation (incorporated by reference from Siga's registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)

 
3(ii)  

By-laws (incorporated by reference from Siga's Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)

 

4

Stock Specimen (incorporated by reference from Siga's Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)

 

10.1

Transfer Agent and Registrar Agreement (incorporated by reference from Siga's Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)

 

10.2  

Corporate Acquisition Agreement between Siga, Touchstone Ventures Ltd, and Touchstone Precious Metals, Inc dated September 24, 2010 (incorporated by reference from Siga's Form 10K for the year ended July 31, 2010)

 
10.3   

Letter Agreement dated May 15, 2010 between Peter Osha and Touchstone Precious Metals, Inc. regarding the Option to Purchase the Lucky Thirteen Claim from Peter Osha. (incorporated by reference from Siga's Form 10K for the year ended July 31, 2010)

 
10.4  

Extension Agreement dated October 14, 2010 between Peter Osha, Touchstone Ventures Ltd, Touchstone Precious Metals Inc., and Siga Resources Inc. (incorporated by reference from Siga's Form 10Q for the Quarter ended October 31, 2010)

 

 
31
 

 

10.5

Property Acquisition and Royalty Agreement dated January 16, 2011 between Siga Resources Inc. and Peter Osha (incorporated by reference from Siga's Form 10Q for the Quarter ended January 31, 2011)

 
10.6  

Joint Venture Agreement dated May 12, 2011 between Big Rock Resources Ltd. and Siga Resources Inc.  regarding the development of the Lucky Thirteen Claim. (incorporated by reference from Siga's Form 8K filed May 14, 2011).

 
10.7

Letter of Intent dated June 14, 2011 between Montana Mining Company and Siga Resources Inc. regarding the acquisition of the Big Bear Claims 1-9 located in San Bernardino County, California (incorporated by reference from Siga's Form 8K filed June20, 2011).

 

10.8

Revised Acquisition Agreement dated July 7, 2011 between Montana Mining Company and Siga Resources Inc. regarding the acquisition of the Big Bear Claims 1-9 located in San Bernardino County, California (incorporated by reference from Siga's Form 8K filed July 12, 2011).

 
10.9  

Joint Venture Agreement dated July 22, 2011 between Bentall Fairview Resources Ltd.. and Siga Resources Inc.  regarding the development of the Big Bear Claims. (incorporated by reference from Siga's Form 8K filed July 22, 2011).

 
10.10

Property Acquisition and Royalty Agreement dated September 20, 2011 between Siga Resources Inc. and Laguna Finance Ltd. regarding the acquisition of the Moutauban Gold Tailing Claims located in near Quebec City, Canada (incorporated by reference from Siga's Form 8K filed September 28, 2011) .

 

10.11

Equity Participation and Earn In Agreement with Flex Mining Ltd. dated August 28, 2015 between Gold Lakes Corp. and Flex Mining Ltd. regarding the acquisition of the Big Monty Claims in Northern Ontario, Canada (incorporated by reference from Gold Lakes' Form 8-K filed August 28, 2015).

 

 

101

 XBRL Report

 

 
32
 


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 21, 2016

By:

/s/ CHRISTOPHER VALLOS

 

 

Christopher Vallos

 

 

Chief Executive Officer Chief Financial Officer, President and Director

 

 

 

33