Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2017

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

For the transition period from _________ to _________

Commission File Number: 333-182071

AIM EXPLORATION INC.

(Name of Small Business Issuer in its charter)


Nevada	67-0682135
(state or other jurisdiction of incorporation or organization)	(I.R.S. Employer I.D. No.)

170 S Green Valley Pkwy, Suite 300 Henderson, Nevada	89012
(Address of principal executive offices)	(Zip Code)

(844) 246-7378

(Registrant’s telephone number, including area code)

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

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ Emerging Growth Company þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

As of January 19, 2018 , the registrant had 982,959,893 shares of common stock issued and outstanding and 100,000 shares of preferred stock issued and outstanding.

Table of Contents

AIM EXPLORATION INC.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets	F-1
	Condensed Consolidated Statements of Operations	F-2
	Condensed Consolidated Statements of Cash Flows	F-3
	Notes to Condensed Consolidated Financial Statements	F-4
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4.	Controls and Procedures	6

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other information	7
Item 6.	Exhibits	7

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AIM EXPLORATION INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2017

(Unaudited)

Condensed Consolidated Balance Sheets of November 30, 2017 (Unaudited) and August 31, 2017

Condensed Consolidated Statements of Operations for the 3 months ended November 30, 2017 & 2016 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the 3 months ended November 30, 2017 & 2016 (Unaudited)

Notes to the Condensed Consolidated Financial Statements (Amended) (Unaudited)

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AIM EXPLORATION INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	November 30, 2017			August 31, 2017
ASSETS
CURRENT ASSETS
Cash	$	2,493		$	802
Prepaid deposits and services – Note 4		27,545			11,340
Total Current Assets		30,038			12,142

Mineral property – Note 5		804,656			804,656

TOTAL ASSETS	$	834,694		$	816,798

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued liabilities – Note 6	$	334,933		$	319,878
Loans payable – Note 7		37,270			44,270
Loans payable – related party – Note 8		604,716			557,576
Convertible note, net of unamortized discount – Note 9		666,756			634,555
Derivative liability – Note 10		738,726			729,180
TOTAL LIABILITIES		2,382,401			2,285,459

STOCKHOLDERS' DEFICIT
Capital Stock Authorized 1,000,000 shares of preferred stock, $0.001 par value Issued and outstanding 100,000 shares (100,000 as at August 31, 2017) – Note 11		100			100
1,500,000,000 shares of common stock: $0.001 par value Issued and outstanding 730,524,566 shares (724,370,720 shares outstanding as at August 31, 2017) - Note 11		853,739			547,585
Additional paid in capital		2,530,558			2,451,570
Shares receivable		(5,090	)		(5,090)
Accumulated deficit		(4,927,014	)		(4,762,826)

TOTAL STOCKHOLDERS' DEFICIT		(1,547,707	)		(1,468,661)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	834,694		$	816,798

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

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AIM EXPLORATION INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	3 Months Ended
	November 30, 2017			November 30, 2016
REVENUE
Total Revenue	$	0		$	0

Gross Profit		0			0

MINERAL PROPERTY OPERATIONS
Acquisition		—			—
Exploration		3,636			—
Total Mineral Property Operations		3,636			—

EXPENSES
Accretion		78,984			40,410
Consulting fees		12,791			12,534
Filling fees		1,436			2,430
Office & general		10,512			11,396
Professional fees		32,109			7,123
Public relations		—			22,438
Related party – director’s fees		—			388,833
Related party – management fees		52,500			45,000

Total Expenses		188,332			530,164

Net Loss		(191,968	)		(530,164)

Interest expense		(14,876	)		(13,446)
Finance costs		(30,567	)		—
Unrealized foreign exchange loss		(4,317	)		(61,471)
Gain (loss) on derivative liability		77,540			4,927

Total Other Expense		27,780			(69,990)

Net Income (Loss)	$	(164,188	)	$	(600,154)

BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.00	)	$	(0.00)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Note 6)		724,505,969			474,910,503

BASIC AND DILUTED LOSS PER PREFERRED SHARE	$	(0.60	)	$	(0.17)

WEIGHTED AVERAGE NUMBER OF PREFERRED SHARES OUTSTANDING		100,000			100,000

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

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AIM EXPLORATION INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	3 Months Ended
	November 30, 2017			November 30, 2016

OPERATING ACTIVITIES
Net Loss	$	(164,188	)	$	(600,154)
Accretion related to convertible note		78,984			40,410
Finance costs and derivative expense		45,443			13,446
Change in fair value of derivative liability		(77,540	)		(4,927)
Shares issued for services		—			535,833
Adjustments to reconcile Net Loss to net Cash used in operating activities:
Prepaid deposits and services		(16,205	)		(38,168)
Accounts Payable		15,055			58,366

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(118,451	)		4,806

FINANCING ACTIVITIES
Loans payable		(7,000	)		29,000
Convertible debt		80,000			—
Loans to related party		47,141			(33,440)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		120,142			(4,440)

NET INCREASE IN CASH		1,691			366

CASH, BEGINNING OF PERIOD		802			417

CASH, END OF PERIOD	$	2,493		$	783

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

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AIM EXPLORATION INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2017 (unaudited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Aim Exploration, Inc. (“Company”) was organized to engage in mineral exploration. The Company was incorporated on February 18, 2010 in the State of Nevada and established a fiscal year end at August 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements present the condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Principles of Consolidation

The condensed consolidated statements incorporate the financial statements of the Company and its wholly-owned subsidiary, Aim Exploration SA, of Peru. All significant intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

For purposes of the condensed consolidated statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Functional Currency

The condensed consolidated financial statements are presented in United States dollars, which is also the functional and reporting currency of the Company. The functional currency of its subsidiary is the Peruvian Nuevos Sol. Monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rate while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the average exchange rate for the period. Foreign currency gains and losses are included in the determination of net income or loss.

Advertising

Advertising costs are expensed as incurred. As of November 30, 2017, no advertising costs have been incurred.

Property

The Company does not own or rent any property. The Company’s office space is being provided by the president at no charge to the Company.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Income Taxes

The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments

The Company has adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"). ASC 820-10 defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. The adoption of ASC 820-10 requires that the Company disclose assets and liabilities that are recognized and measured at fair value on a non-recurring basis, presented in a three-tier fair value hierarchy, as follows:

- Level 1. Observable inputs such as quoted prices in active markets;

- Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

- Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following presents the gross value of assets that were measured and recognized at fair value:

	Assets		Liabilities
Level 1	$	2,493	$	1,643,675
Level 2	$	832,201	$	738,726
Level 3	$	Nil	$	Nil

The Company adopted ASC 825-10, Financial Instruments, which permits entities to choose to measure many financial instruments and certain other items at fair value. The adoption of this standard did not have an impact on the Company's financial position, results of operations or cash flows. The carrying value of cash and cash equivalents, accounts payable and accrued expenses, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.

Derivative Liability

The conversion features embedded in the outstanding convertible notes payable are separately accounted for as a derivative liability in accordance with ASC 815-15, Embedded Derivative. This is because the number of shares that may be acquired upon conversion is indeterminable as the conversion rates are expressed as a percentage discount to the current fair market value of common stock at the time of conversion. Derivative liabilities are valued when the host instruments (convertible notes) are initially issued and are also revalued at each reporting date, with the change in the respective fair values being recorded as a gain or loss to the derivative liability.

Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for recoverability in accordance with ASC 360, Property Plant and Equipment. Under that standard, the Company reviews the recoverability of its long-lived assets or asset groups when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of Long-Lived Assets (Continued)

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. The Company conducts a review for each reported period and determines whether any triggering events are indicated.

Mineral Property Costs

Once the legal right to explore a property has been acquired, the Company capitalized all costs related to mineral property interests on a property-by-property basis. Such costs include mineral property acquisition costs, net of any recoveries. Property acquisition costs include cash costs and the fair market value of issued shares and other share-based payments, paid under option or joint interest agreements. Payment terms are at the sole discretion of the Company and are recorded as acquisition costs upon payment. The Company has capitalized $804,656 of mineral property acquisition costs reflecting its investment in its properties. To date, the Company has not established any proven or probable reserves on its mineral properties.

Stock-based Compensation

The Company adopted FASB guidance on stock based compensation upon inception at February 18, 2010. ASC 718-10-30-2 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The Company has not had any stock and stock options issued for services and compensation for the period from inception (February 18, 2010) through November 30, 2017.

Recent Accounting Pronouncements

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $2,352,363, an accumulated deficit of $4,927,014 and net loss from operations since inception of $4,927,014. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merging with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing common shares.

The officers and directors have committed to advancing certain costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs.

NOTE 4 – PREPAID DEPOSITS AND SERVICES

		November 30, 2017		August 31, 2017
Prepaid services	$	45	$	6,164
Prepaid deposits		27,500		5,176
	$	27,545	$	11,340

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NOTE 5 – MINERAL PROPERTY

On June 23, 2014, Aim Exploration, Inc. entered into a Mining Concession Asset Acquisition Agreement (the “Agreement”) with Percana Mining Corp. (“Percana”). Pursuant to the Agreement, the Company acquired three separate mining concessions. The concession titles are unencumbered and comprise of three separate adjoing mining concession two concessions representing 40% are known as El Tunel Del Tiempo 1 code 11060780 and El Tunel Del Tiempo 2 code 11060781, and the third concession property is known as Agujeros Negros MAAG comprising the remaining 60%, all of which are registered to the Company.

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

		November 30, 2017		August 31, 2017
Accounts payable	$	327,653	$	311,598
Accrued liabilities		7,280		8,280
	$	334,933	$	319,878

NOTE 7 – LOANS PAYABLE

During the three months ended November 30, 2017, the Company issued unsecured, non-interest bearing loans of $7,000 (November 30, 2016: $98,350) and repaid loans of $14,000 (November 30, 2016: $Nil).

NOTE 8 – LOAN PAYABLE – RELATED PARTY

During the period ended November 30, 2017, a director of the Company advanced $7,655 (November 30, 2016: $8,061). The amounts are unsecured, non-interest bearing and are due on demand. During the same period, the Company made repayments of $ 13,015 to a director (November 30, 2016: $ 86,500 ). Nil common shares (November 30, 2016: 34,285,739 common shares) were issued to repay $ Nil of this amount (November 30, 2016: $72,000 ). (Note 11)

During the period ended November 30, 2017, the Company made repayments to related parties, issuing Nil common shares (November 30, 2016: 79,600,000 common shares) of the Company with a fair value of $ Nil (November 30, 2016: $ 111,440) .

During the period ended November 30, 2017, management fees totaling $ 52,500 where accrued as payable to directors and officers of the Company (November 30, 2016: $ 45,000 ).

As at November 30 , 2017, the Company owed related party loans of $ 604,716 (August 31, 2017: $ 557,576) .

NOTE 9 – CONVERTIBLE NOTE

During the three months ended November 30, 2017, the Company issued convertible notes with a principal balance of $80,000, with maturity dates of March 11, 2018 and April 27, 2018, and interest rates per annum of 8% - 12%. The principal is convertible into shares of the Company at a conversion rate equal to 60% of the lowest trading price of the Company’s common stock for the fifteen prior trading days, as defined in the agreements.

During the three months ended November 30, 2017, 6,153,846 common shares were issued in relation to conversion options exercised during the period, which reduced the convertible debt by $8,000.

The following convertible notes were outstanding as at November 30, 2017 and August 31, 2017:

		November 30, 2017		August 31, 2017
Note balance	$	673,180	$	586,512
Debt discounts		(126,260)		(64,917)
Accrued interest		119,836		112,959
	$	666,756	$	634,554

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NOTE 10 – DERIVATIVE LIABILITY

An embedded derivative has been bifurcated and accounted for separately from the debt host. Accordingly, the Company recorded the estimated derivative as a liability upon issuance of the convertible notes. The derivative liability was recorded by reducing the carrying value of the convertible notes. The fair value of the embedded derivative fluctuates with the fair value of the Company’s common stock, which is calculated each quarter using the Black-Scholes valuation model.

During the year ended November 30, 2017, the Company recognized change in fair value of the derivative liability of $77,540 related to the change in fair value of the conversion feature. The change in fair value of the conversion feature was recorded through operating results.

NOTE 11 – CAPITAL STOCK

On April 25, 2016, the Company consolidated its share capital on a 250:1 basis. All common shares and per share amounts have been restated to reflect this share consolidation.

The Company has authorized 250,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.001 per share.

At November 30, 2017, 730,524,566 shares of common stock were issued and outstanding, and 100,000 shares of preferred stock were issued and outstanding.

Three months ended November 30, 2017

During the three months ended November 30, 2017, the Company issued 6,153,846 common shares pursuant to the exercise of the option attached to outstanding convertible notes.

Year ended August 31, 2017

On September 14, 2016, the Company issued an additional 220,000,000 to Percana to bring their post-consolidation shareholdings to 235,750,000 common shares. The value of these additional shares is $462,000 which is based on fair market value. These shares were issued in connection with the acquisition of certain mining property. (Note 4)

During the year ended August 31, 2017, the Company issued 27,305,206 common shares pursuant to the exercise of the option attached to outstanding convertible notes and 400,000 common shares pursuant to the exercise of the option attached to outstanding related party convertible notes.

During the year ended August 31, 2017 , the Company issued 25,000,000 common shares in connection with services rendered. Such services had a fair value of $75,000.

During the year ended August 31, 2017 , the Company issued 219,444,444 common shares in connection with director’s compensation. Such services had a fair value of $395,000. Of this amount $323,000 was expensed during the current period and $72,000 reduced an amount due to a related party.

During the year ended August 31, 2017 , the Company issued 206,505,000 common shares in connection with paying down $206,505 of debt to a related party.

During the year ended August 31, 2017, the Company issued 3,343,341 common shares in connection with a private placement offering. The common shares were issued at a fair value of $0.03 per share for gross proceeds of $99,700.

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NOTE 11 – CAPITAL STOCK (CONTINUED)

Share purchase warrants

As at November 30, 2017, the following share purchase warrants issued in connection with convertible notes were outstanding:

Number of Warrants	Exercise Price		ExpirATION Dates
9,258,535	$	0.0052	September 11, 2022
6,091,617	$	0.0047	September 22, 2022
5,611,672	$	0.0047	October 27, 2022
20,961,824

A summary of the changes in warrants for the period ended November 30, 2017 and year ended August 31, 2017 is presented below:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Life
Balance, August 31, 2016 and 2017		—		—		—
Issued		20,961,824	$	0.0049		4.82 years
Balance, November 30, 2017		20,961,824				4.82 years

NOTE 12 – LOSS PER SHARE

The Company calculates the basic and diluted loss per common share using the weighted average number of common shares outstanding during each period. To compute diluted earnings per share, the average number of shares outstanding is adjusted for the number of potentially dilutive shares.

	THREE MONTHS ended NOVEMBER 30,
	2017		2016

Issued shares beginning of year		724,370,720		22,392,729
Weighted average issuances		135,249		452,517,774
Basic weighted average common shares, end of year		724,505,969		474,910,503

NOTE 13 – SUBSEQUENT EVENTS

Subsequent to November 30, 2017, the Company issued 252,435,327 common shares pursuant to the exercise of options attached to outstanding convertible notes.

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

Safe Harbor Statement

This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.

Results of Operation

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Results of Operations for the Three Months Ended November 30, 2017 Compared to the Same Period in 2016

No Revenues

Since our inception on February 18, 2010 to November 30, 2017, we have not yet earned any revenues. As of November 30, 2017, we have an accumulated deficit of $4,927,014. At this time, our ability to generate any significant revenues continues to be uncertain.

Net Loss

We incurred a net loss of $164,188 for the three months ended November 30, 2017 compared to our net loss of $600,154 for the three months ended November 30, 2016. The decrease in net loss was mainly due to decrease director’s fees and public relations. Since February 18, 2010 (date of inception) to November 30, 2017, we have incurred a net loss of $4,927,014.

Expenses

Our total operating expenses for the three months ended November 30, 2017 were $191,967 compared to $530,164, for the same period in 2016. Our consulting fees increased by $257 from $12,534 to $12,791 for the three months ended November 30, 2017. Director’s fees paid to related parties decreased by $388,833 from $388,833 to $Nil for the three months ended November 30, 2017. Filing fees decreased by $994 from $2,430 to $1,436 for the three months ended November 30, 2017. Management fees paid to related parties increased by $7,500 from $45,000 to $52,500 for the three months ended November 30, 2017. Office and general costs consisting of bank charges, travel, meals and entertainment, office maintenance, communications (cellular, internet, fax and telephone), courier, postage costs and office supplies, decreased by $886 from $11,396 to $10,512 for the three months ended November 30, 2017. Professional fees increased by $24,986 from $7,123 to $32,109 for the three months ended November 30, 2017. Public relation costs decreased by $22,438 from $22,438 to $Nil for the three months ended November 30, 2017.

In addition, we incurred costs related to the convertible notes issued and outstanding during the comparable periods. Interest expense relating to such notes increased by $1,430 from $13,446 for the three months ended November 30, 2016 to $14,876 for the three months ended November 30, 2017. Accretion increased by $38,574 from $40,410 to $78,984 for the three months ended November 30, 2017. Finance costs increased by $30,567 from $Nil to $30,567 for the three months ended November 30, 2017. A change in the fair value of the derivative liability in the amount of $77,540 was recognized during the three months ended November 30, 2017 in comparison to a change of $4,927 during the three months ended November 30, 2016.

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Liquidity and Capital Resources

Three Month Period Ended November 30, 2017

As at November 30, 2017, our total assets were $834,694 compared to $816,798 in total assets at August 31, 2017. As at November 30, 2017, our current liabilities were $2,382,401 compared to $2,285,459 in current liabilities at August 31, 2017; these liabilities were comprised of accounts payable and accrued liabilities of $334,933 (August 31, 2017: $319,878), loans payable of 37,270 (August 31, 2017: $44,270), loans from related party of $604,716 (August 31, 2017: $557,576), convertible notes, net of unamortized discount of $666,756 (August 31, 2017: $634,555) and a derivative liability of $738,726 (August 31, 2017: $729,180). Stockholders’ deficit was $1,547,707 as of November 30, 2017, compared to stockholders' deficit of $1,468,661 as of August 31, 2017.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the three month period ended November 30, 2017, net cash flows used by operating activities was $118,451, compared to $4,806 provided by the same period in 2016.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements, convertible notes or the issuance of equity. For the three month period ended November 30, 2017, net cash provided by financing activities was $120,142, compared to $4,440 used in the same period in 2016.

Plan of Operation

Our plan of operation for the next twelve months is to grow our business through the exploration of our current properties and additional properties that we acquire.

Going Concern

Our independent auditors' review report accompanying our August 31, 2017 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Off-Balance Sheet Arrangements

As of November 30, 2017, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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ITEM 4. CONTROLS AND PROCEDURES

Management’s Report on Internal Control over Financial Reporting.

Our internal control over financial reporting is a process that, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, was designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted according principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our trustees; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition of our assets that could have a material effect on our financial statements.

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

As management, it is our responsibility to establish and maintain adequate internal control over financial reporting. As of May 31, 2017, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting using criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation, we concluded that the Company maintained ineffective internal control over financial reporting as of November 30, 2017, based on criteria established in the Internal Control Integrated Framework issued by the COSO.

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

Evaluation of disclosure controls and procedures.

As of November 30, 2017, the Company’s chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the date of filing this quarterly report applicable for the period covered by this report.

Changes in internal controls.

During the period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A company called Tarpon Bay commenced legal action with the company as at August 30, 2016 claiming the company owed them $78,678. The company is disputing the claim and it is currently in the hands of the courts. This relates to the S-1 registration statement that became effective June 1, 2015. The S-1 that was registered in the name of Southridge Capital and the amount of the claim represents the “standby fee”. In view of the fact that the equity line of credit with Southridge Capital was completed wrong and could not be utilized technically Southridge or Tarpon Bay was not on “standby”. The S-1 registration statement was approved by Southridge (Tarpon Bay) in- house legal department prior to submitting to the SEC for registration." There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest. On April 11, 2017, Tarpon Bay dismissed the action without prejudice.

A company called LG Capital Finance commenced legal action with the Company as at December 22, 2016.

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On December 22, 2016, LG Capital Finance filed a complaint with the United States District Court, Southern District of New York (Case No: 1”17-cv-3118) against the company. In the complaint, LG Capital Finance indicated that on June 5, 2015, the company entered into a Securities Purchase Agreement (the “June 15,2015 SPA”) and the company issued LG a 8% Convertible Note in the principal amount of $57,875 (“the June 5 Note”). In the complaint LG seeks damages for breach of contract, unjust enrichment and legal fees. On August 14, 2017, the company made a motion to dismiss the case and to declare the note void under New York’s criminal usury statute for charging a rate of interest exceeding 25%. The penalty in New York for charging a criminally usurious rate of interest is forfeiture of the loans principal and interest pursuant to NY’s Gen. Oblig. Law 5-511. The motion to dismiss has been fully briefed and is awaiting the court’s decision.

On April 16, 2017, Adar Bays, LLC filed an amended complaint with the United States District Court, Southern District of New York (Case No: 1:17-cv-1290) against the Company, in the complaint, Adar Bays indicated that (i) on November 6, 2014, the Company and Adar Bays entered into a Securities Purchase Agreement (“the November 6, SPA”) and the Company issued Adar Bays an 8% Convertible Note in the principal amount of $45,000.00 (the November 6, 2014 Note”). In the complaint Adar Bays seeks damages for breach of contract, unjust enrichment and legal fees. On August 25, 2017, the company made a motion to dismiss the case and to declare the note void under New York’s criminal usury statute for charging a rate of interest exceeding 25%. The penalty in New York for charging a criminally usurious rate of interest is forfeiture of the loans principal and interest pursuant to NY’s Gen. Oblig. Law 5-511. The motion to dismiss has been fully briefed and is awaiting the court’s decision.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits
Exhibit Number	Exhibit Description
31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2017 formatted in Extensible Business Reporting Language (XBRL).

* Provided herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.

SIGNATURE	CAPACITY IN WHICH SIGNED	DATE

/s/ James Robert Todhunter	President, Chief Executive Officer	January 22, 2018
James Robert Todhunter



/s/ Gregorio Formoso	Secretary, Treasurer, Principal Accounting Officer, Principal Financial Officer and Director	January 22, 2018
Gregorio Formoso