The accompanying notes are an integral part of these condensed unaudited financial statements
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
October 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. 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.
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 October 31, 2016 and July 31, 2016, the Company has 153,867,007 and 49,968,264, 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. For the three months ended October 31, 2016 - $21,000 and October 31, 2015 $Nil.
GOLD LAKES CORP.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
October 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. On July 16, 2016, the Company forward split its shares on basis of three to one. The financial statements have been restated under the guidance of SAB Topic 4C.
GOLD LAKES CORP.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
October 31, 2016
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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.
GOLD LAKES CORP.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
October 31, 2016
3. MINERAL PROPERTIES (Continued)
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)
|
|
|
|
|
|
|
GOLD LAKES CORP.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
October 31, 2016
4. CONVERTIBLE NOTES PAYABLE
Issue Date
|
|
Expiry date
|
|
Amount
of Loan
|
|
|
Interest
rate
|
|
|
Unamortized
Debt Discount
|
|
|
Net Carrying Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/31/2012
|
|
7/31/2013
|
|
$
|
40,000
|
|
|
|
10
|
%
|
|
$
|
-
|
|
|
$
|
40,000
|
|
3/11/16
|
|
3/11/17
|
|
|
335,000
|
|
|
|
8
|
%
|
|
|
120,233
|
|
|
|
214,767
|
|
7/13/2016
|
|
7/13/2017
|
|
|
55,125
|
|
|
|
10
|
%
|
|
|
38,648
|
|
|
|
16,477
|
|
7/14/2016
|
|
4/14/2017
|
|
|
53,500
|
|
|
|
12
|
%
|
|
|
32,217
|
|
|
|
21,283
|
|
8/1/2016
|
|
8/1/2017
|
|
|
50,000
|
|
|
|
10
|
%
|
|
|
37,534
|
|
|
|
12,466
|
|
8/04/16
|
|
8/04/2017
|
|
|
50,000
|
|
|
|
8
|
%
|
|
|
37,945
|
|
|
|
12,055
|
|
8/04/16
|
|
8/04/2017
|
|
|
83,333
|
|
|
|
9
|
%
|
|
|
63,242
|
|
|
|
20,091
|
|
8/05/16
|
|
5/04/17
|
|
|
52,500
|
|
|
|
10
|
%
|
|
|
39,987
|
|
|
|
12,513
|
|
8/15/2016
|
|
8/15/2017
|
|
|
50,000
|
|
|
|
10
|
%
|
|
|
39,452
|
|
|
|
10,548
|
|
8/26/2016
|
|
5/26/2017
|
|
|
61,250
|
|
|
|
8
|
%
|
|
|
46,443
|
|
|
|
14,807
|
|
Total Loans
|
|
|
|
$
|
830,708
|
|
|
|
|
|
|
$
|
455,701
|
|
|
$
|
375,007
|
|
Less deferred charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(110,833
|
)
|
Net Carrying Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
264,174
|
|
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 July 31, 2016, $8,800 of debt was converted into 8,800,000 pre-split (or 26,400,000 post-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. The current accrued interest on the note is $8,200.
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. 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, the $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. The remaining conversion benefit of $120,233 is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $771,939 at October 31, 2016.
GOLD LAKES CORP.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
October 31, 2016
4. CONVERTIBLE NOTES PAYABLE (continued)
On July 14, 2016, the Company issued a $53,500 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 $32,217 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 $134,453 at October 31, 2016.
On July 16, 2016, the Company issued a $55,125 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. A remaining conversion benefit of 16,477 is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $128,320 at October 31, 2016.
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. A conversion benefit of $50,000 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 $133,911 at October 31, 2016.
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. A conversion benefit of $83,333 is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $222,470 at October 31, 2016.
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. A conversion benefit of $50,000 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 $133,163 at October 31, 2016.
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. A conversion benefit of $52,500 has been calculated and is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $140,454 at October 31, 2016.
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. A conversion benefit of $50,000 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 $132,844 at October 31, 2016.
GOLD LAKES CORP.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
October 31, 2016
4. CONVERTIBLE NOTES PAYABLE (continued)
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. A conversion benefit of $61,250 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 $162,343 at October 31, 2016.
5. RELATED PARTY TRANSACTIONS
During the period, the Company has paid its officer consulting fees of $6,000 (2015 - $3,000). The Company owed its officer for salary payable $17,750 as at July 31, 2016, (2015 - $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 $13,082 was accrued through October 31, 2016 and has been disclosed on the balance sheets as accounts payable and accrued interest.
GOLD LAKES CORP.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
October 31, 2016
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 $1,826 was accrued through October 31, 2016 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 $1,304 was accrued through October31, 2016 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 December 5, 2016, a stockholder(s) holding 66,300,000 shares, or approximately 61.3%, of our issued and outstanding $0.001 par value common stock ("Common Stock") consented in writing to amend the Company's Articles of Incorporation (the "Certificate of Amendment"). This consent was sufficient to approve the Certificate of Amendment under Nevada law and our Articles of Incorporation. The attached Information Statement describes the Certificate of Amendment that the common stockholders of the Company have approved, which will increase the Company’s authorized shares of common stock to 2,000,000,000 shares from 500,000,000 shares and authorize the Company to issue up to 1,000,000 shares of preferred stock. The Certificate of Amendment will become effective upon filing 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.