UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

 

or

 

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

For the transition period from ______________ to ______________

 

Commission file number: 333-159300

 

GOLD TORRENT, INC.

(Exact name of registrant as specified in its charter)

  

Nevada		06-1791524
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

960 Broadway Avenue Suite 160 Boise, Idaho 83707

(Address of principal executive offices, including zip code)

  

(208) 343-1413

(Registrant’s telephone number, including area code)

  

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

 

Securities registered pursuant to Section 12(b) of the Exchange Act: None

 

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, Par Value $0.001

 

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

 

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

 

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

 

Large accelerated filer [  ]   Accelerated filer [  ]   Non-accelerated filer [  ]   Smaller reporting company [X]

 

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

 

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

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [  ] No [  ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of November 18, 2014, the registrant’s outstanding common stock consisted of 4,635,000 shares.

  

 

 

Table of Contents

 

PART I – FINANCIAL INFORMATION
Item 1.	Interim Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4.	Controls and Procedures	8
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	9
SIGNATURES		10

 

 

PART 1 – FINANCIAL INFORMATION

 

Item 1. Interim Financial Statements

 

The unaudited interim financial statements of GOLD TORRENT, INC. (“we”, “our”, “us”, the “Company”) follow. All currency references in this report are to US dollars unless otherwise noted.

 

 

GOLD TORRENT, INC.

September 30, 2014

 

 

GOLD TORRENT, INC.

Interim Balance Sheets

(Unaudited - Expressed in US dollars)

 

		September 30, 2014				March 31, 2014
Assets
Current
Cash		$	39,540			$	35,696
Prepaid and Deposits			6,250				-
			45,790				35,696
Non-Current
Intangible asset (note 8)			2,060				2,060
		$	47,850			$	37,756
Liabilities
Current
Accounts payable (note 6)		$	480,928			$	453,355
Accrued liabilities (note 3)			10,000				10,000
Stockholders’ loans (note 7)			107,966				40,656
			598,894				504,011
Stockholders’ Deficiency
Common Stock (note 4)
Authorized:
200,000,000 common shares, $0.001 par value
20,000,000 preferred shares, $0.001 par value
Issued and outstanding:
4,635,000 common shares, $0.001 par value			22,963				22,938
Contributed Surplus (notes 4 and 5)			137,513				-
Additional Paid-in Capital			70,262				70,262
Deficit			(781,782	)			(559,455	)
			(551,044	)			(466,255	)
		$	47,850			$	37,756

 

Nature of operations and going concern (note 1)

 

See accompanying notes to interim financial statements.

 

 

GOLD TORRENT, INC.

Interim Statements of Operations

(Unaudited - Expressed in US dollars)

 

		For the Three Months Ended September 30, 2014				For the Three Months Ended September 30, 2013				For the Six Months Ended September 30, 2014				For the Six Months Ended September 30, 2013
Expenses
Accounting and legal		$	27,921			$	8,801			$	49,921			$	18,134
Bank charges and finance fees (note 7)			1,885				190				2,703				340
Consulting and development fees			-				-				-				35,000
Exploration and evaluation (note 10)			25,235				-				25,235				-
Finder’s fees (note 4)			-				-				31,250				-
Licenses and fees			3,471				200				5,729				5,000
Office			934				-				1201				-
Share-based payments (note 5)			106,288				-				106,288				-
Net Loss and Comprehensive Loss for Period		$	(165,734	)		$	(9,191	)		$	(222,327	)		$	(58,474	)
Basic and diluted loss per share		$	(0.04	)		$	(0.01	)		$	(0.05	)		$	(0.01	)
Weighted average number of common shares outstanding			4,635,000				4,582,000				4,620,548				4,582,000

 

See accompanying notes to interim financial statements.

 

 

GOLD TORRENT, INC.

Interim Statements of Cash Flows

(Unaudited - Expressed in US dollars)

 

		For the Six Months Ended September 30, 2014				For the Six  Months Ended September 30, 2013
Cash Flow from Operating Activities
Net loss for the period		$	(222,327	)		$	(58,474	)
Shares issued for services			31,250				-
Share-based payments			106,288				-
Changes in assets and liabilities
Prepaid and deposits			(6,250	)			-
Accounts payable			27,573				55,613
Cash Used in Operating Activities			(63,466	)			(2,861	)
Cash Flow from Financing Activities
Loans received from stockholders (note 6)			80,000				-
Repayment of stockholders loans (note 6)			(12,690	)			-
Cash Provided by Financing Activities			67,310				-
Increase (Decrease) in Cash			3,844				(2,861	)
Cash, Beginning of Period			35,696				2,861
Cash, End of Period		$	39,540			$	-
Supplemental Information
Tax paid		$	-			$	-
Interest paid		$	-			$	-

 

See accompanying notes to interim financial statements.

 

 

GOLD TORRENT, INC.

Interim Statements of Stockholders’ Deficiency

(Unaudited - Expressed in US dollars)

 

		Shares of Common Stock Issued				Common Stock				Contributed Surplus				Additional Paid-in Capital				Deficit				Total
Balance, March 31, 2013			4,582,000			$	22,910			$	-				35,290			$	(428,319	)		$	(370,119	)
Net loss for the period			-				-				-				-				(58,474	)			(58,474	)
Balance, September 30, 2013			4,582,000			$	22,910			$	-				35,290			$	(486,793	)		$	(428,593	)

 

			Shares of Common  Stock Issued				Common Stock				Contributed Surplus				Additional Paid-in Capital				Deficit				Total
Balance, March 31, 2014			4,610,000			$	22,938			$	-			$	70,262			$	(559,455	)		$	(466,255	)
Shares issued for services			25,000				25				31,225				-				-				31,250
Share-based payments			-				-				106,288				-				-				106,288
Net loss for the period			-				-				-				-				(222,327	)			(222,327	)
Balance, September 30, 2014			4,635,000			$	22,963			$	137,513			$	70,262			$	(781,782	)		$	(551,044	)

 

See accompanying notes to interim financial statements.

 

 

GOLD TORRENT, INC.

Notes to Interim Financial Statements

Six Months Ended September 30, 2014

(Unaudited - Expressed in US dollars)

 

1.

Nature of Operations and Going Concern

 

GOLD TORRENT, INC. (the “Company”) was incorporated as a Nevada company on August 15, 2006. Since inception, the Company has been creating, testing and developing mobile applications, games and tools designed to engage consumers in transacting business via mobile devices. Going forward, the Company plans to focus on acquiring ownership in late-stage exploration to development stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America. During the six months ended September 30, 2014, the Company entered into a non-binding Letter of Intent (“LOI”) agreement with a third party (note 10).

 

The Company has incurred losses since inception and has an accumulated deficit of $781,782 as of September 30, 2014, with limited resources and no source of operating cash flows. As at September 30, 2014, the Company has a working capital deficiency of $553,104 (March 31, 2014 - $468,315). During the six months ended September 30, 2014, the Company incurred net loss of $222,327.

 

The Company’s continuance as a going concern is dependent on the success of the efforts of its directors and principal stockholders in providing financial support in the short-term, raising additional capital through equity or debt financing either from its own resources or from third parties, and achieving profitable operations. In the event that such resources are not secured, the assets may not be realized or liabilities discharged at their carrying amounts, and the difference from the carrying amounts reported in these unaudited interim financial statements could be material.

 

These unaudited interim financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of the assets or the amounts and classifications of the liabilities that may result from the inability of the Company to continue as a going concern.

 

2.

Significant Accounting Policies

 

(a)

Basis of presentation

 

These unaudited interim financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional and reporting currency is the US dollar.

 

These unaudited interim financial statements reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of the interim financial information. The results of operations for the interim period presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year to end March 31, 2015. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted. These unaudited interim financial statements and notes included herein have been prepared on a basis consistent with, and should be read in conjunction with, the Company’s audited financial statements and notes for the year ended March 31, 2014, as filed in its Form 10-K.

 

(b)

Use of estimates

 

The preparation of interim financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to accounts payable and accrued liabilities, the fair value of warrants attached to common shares issued, the fair value of shares issued for services, the fair value of stock options granted, and the recoverability of income tax assets. While management believes the estimates used are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

 

  

GOLD TORRENT, INC.

Notes to Interim Financial Statements

Six Months Ended September 30, 2014

(Unaudited - Expressed in US dollars)

 

2.

Significant Accounting Policies (continued)

 

(c)

Basic and diluted earnings (loss) per share

 

Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding. Diluted earnings (loss) per share assumes the exercise of common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.

 

(d)

Foreign currency translation

 

Transactions in currencies other than the US dollar are translated into US dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities. Expenses are translated at the average rates for the period, except amortization, which is translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net loss.

 

(e)

Financial instruments

 

All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading, available-for-sale or other financial liabilities. Financial assets and liabilities held-for-trading are measured at fair value with gains and losses recognized in net income. Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income and reported in stockholders’ equity.

 

A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company prioritizes the inputs into three levels that may be used to measure fair value:

 

(i) Level 1 –

Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

(ii) Level 2 –

Applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly, such as quoted prices for similar assets or liabilities in active markets, or indirectly, such as quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions.

 

(iii) Level 3 –

Applies to assets or liabilities for which there are unobservable market data.

 

Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as held-to-maturity, loans and receivables or other financial liabilities are included in the initial carrying value of such instruments and amortized using the effective interest method. Transaction costs classified as held-for-trading are expensed when incurred, while those classified as available-for-sale are included in the initial carrying value.

 

 

GOLD TORRENT, INC.

Notes to Interim Financial Statements

Six Months Ended September 30, 2014

(Unaudited - Expressed in US dollars)

 

2.

Significant Accounting Policies (continued)

 

(f)

Income taxes

  

The Company uses the asset and liability approach in its method of accounting for income taxes that requires the recognition of deferred tax liabilities and assets for expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company recognizes the effect of uncertain tax positions where it is more likely than not based on technical merits that the position could be sustained where the tax benefit has a greater than 50% likelihood of being realized upon settlement. A valuation allowance against deferred tax assets is recorded if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

  

(g)

Share-based payments

  

The Company records all share-based payments at fair value. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized through profit or loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.

 

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model.

 

At each balance sheet date, the amount recognized as an expense is adjusted to reflect the actual number of stock options expected to vest. On the exercise of stock options, common stock is recorded for the consideration received and for the fair value amounts previously recorded to contributed surplus. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payments.

  

(h)

Exploration and evaluation expenditures

  

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration and evaluation expenditures are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. Mining projects and properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. An impairment loss is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value.

  

(i)

Recent accounting guidance adopted

  

The Company has adopted Accounting Standards Update 2014-10, Development Stage Entities, which eliminates certain financial reporting requirements. As such, these interim financial statements no longer present inception-to-date information on the statements of operations, cash flows, and stockholders’ deficiency. In addition, these interim financial statements are no longer labeled as a, “development stage entity”.

 

In August 2014, the Financial Accounting Standards Board issued ASU 2014-15, “Presentation of Financial Statements-Going Concern”. This ASU is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. It is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company does not expect it to have a material effect on the Company’s financial condition, results of operations, and cash flows.

 

 

GOLD TORRENT, INC.

Notes to Interim Financial Statements

Six Months Ended September 30, 2014

(Unaudited - Expressed in US dollars)

 

3.

Financial Instruments

  

The Company has designated its cash as held-for-trading; and accounts payable, accrued liabilities and stockholders’ loans, as other financial liabilities.

 

(a)

Fair value

  

The fair values of the Company’s cash, accounts payable, accrued liabilities and stockholders’ loans approximate their carrying values due to the short-term maturity of these instruments.

 

(b)

Credit risk

  

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s financial asset that is exposed to credit risk is cash, which is minimized to the extent that it is placed with a major financial institution. Concentration of credit risk exists with respect to the Company’s cash, as all amounts are held at a single major American financial institution.

  

(c)

Translation risk

  

The Company’s functional currency is the US dollar. The Company translates transactions in foreign currencies into US currency using rates on the date of the transactions. Translation risk is considered minimal, as the Company does not incur any significant transactions in currencies other than US dollars.

  

(d)

Interest rate risk

  

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and liabilities.

 

(e)

Liquidity risk

 

Liquidity risk is the risk that the Company will encounter difficulty in satisfying its financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. At September 30, 2014, the Company had accounts payable of $480,928 (March 31, 2014 - $453,355), which are due within 30 days or less. The Company’s stockholders’ loans (note 7) of $107,966 (March 31, 2014 - $40,656) are due within one year and are 10 % interest-bearing.

 

As at September 30, 2014, accrued liabilities consist of accrued accounting and legal fees of $10,000 (March 31, 2014 - $10,000).

 

4.

Common Stock

  

On April 22, 2014, the Company entered into a Finder’s Fee agreement for the issuance of 25,000 common shares at an estimated fair value of $1.25 per share for a total amount of $31,250 as a retainer for services.

 

5.

Stock Options

  

The stock options have been granted in conjunction with an Equity Incentive Plan (the “Plan”) for employees, directors and consultants, whereby a maximum aggregate number of common shares that may be issued under the Plan are 20,000,000 common shares. The term of the options is determined by the Board of Directors and cannot exceed 10 years. The exercise price of the stock options is determined by Board of Directors, but shall not be less than the fair market value of the common stock on the date of grant. Stock options granted under the Plan vest over varying periods at the discretion of the Board of Directors.

 

 

GOLD TORRENT, INC.

Notes to Interim Financial Statements

Six Months Ended September 30, 2014

(Unaudited - Expressed in US dollars)

 

5.	Stock Options (continued)

 

The following table summarizes information about the Company’s share options in accordance with its Plan:

 

		Number				Weighted-average exercise price
Balance, March 31, 2014			-			$	-
Granted			175,000			$	1.27
Balance, September 30, 2014			175,000			$	1.27

 

The Company’s stock options are outstanding and exercisable as follows:

 

						2014								2013
Expiry date		Exercise price				Options outstanding				Options exercisable				Options outstanding				Options exercisable
July 30, 2019		$	1.25				150,000				50,000				-				-
July 30, 2019		$	1.38				25,000				8,333				-				-
							175,000				58,333				-				-

 

The weighted average remaining contractual life of stock options outstanding at September 30, 2014 is 4.83 (March 31, 2014 - nil) years.

 

The fair value of all stock options granted are estimated using the Black-Scholes option pricing model with the following weighted-average assumptions and resulting in the following weighted-average fair values:

 

		2014				2013
Risk-free interest rate			1.77%				N/A
Expected dividend yield			0%				N/A
Expected share price volatility			178%				N/A
Expected option life in years			5				N/A
Fair value			$1.20				N/A

 

Companies are required to utilize an estimated forfeiture rate when calculating the expense for the reporting period. Based on the best estimate, management applied the estimated forfeiture rate of nil% (2013 – N/A) in determining the expense recorded in the accompanying statements of operations. Expected share price volatility is determined with reference to the Company’s historical daily share price volatility.

 

 

GOLD TORRENT, INC.

Notes to Interim Financial Statements

Six Months Ended September 30, 2014

(Unaudited - Expressed in US dollars)

 

6.	Accounts Payable

 

Accounts payable as at September 30, 2014 includes the following:

 

	(i)	$309,814 (March 31, 2014 - $310,564) due to a company controlled by a former shareholder of the Company;
	(ii)	$7,851 (March 31, 2014 - $7,851) due to a company controlled by a former shareholder of the Company for payment of legal services made on behalf of the Company;
	(iii)	$32,838 (March 31, 2014 - $32,839) due to former directors of the Company for advances made to the Company;
	(iv)	$70,000 (March 31, 2014 - $70,000) due to a company controlled by a former shareholder of the Company for payment relating to web design and development expenses; and
	(v)	$60,425 (March 31, 2014 - $32,101) due to parties that were never related to the Company.

 

The above amounts are recorded at the exchange amount, representing the amount agreed upon by the parties, are non-interest-bearing and have no specific terms of repayment.

 

7.	Stockholders’ Loans

 

As at September 30, 2014, current officers and shareholders of the Company loans outstanding amounted to of $107,966 (March 31, 2014 - $40,656). These loans are due one year after issue and are 10 % interest-bearing. During the three months ended September 30, 2014, the Company made payments of $12,690 and received two additional loans in aggregate of $80,000 with the same terms as previously stated. The Company has accrued interest of $2,157.

 

8.	Intangible Asset

 

During the year ended March 31, 2014, the Company purchased a domain name for $2,060. Amortization relating to the intangible asset will commence when it is put into use.

 

9.	Segmented Information

 

The Company operates primarily in one business segment being the seeking of ownership in mining projects with substantially all of its assets and operations located in the United States (2013 – Canada).

 

10.	Exploration and Evaluation

 

On July 24, 2014, the Company entered into a non-binding LOI agreement with a Miranda Gold Corp. to negotiate and enter into a joint venture agreement (“JV Agreement”) for the development of the gold property known as Willow Creek, Alaska. Accordingly, the Company has undertaken a due diligence investigation into the project, which were completed on September 26, 2014 .

 

The exploration and evaluation expenditures for the period ended September 30, 2014 are associated with travel costs to Alaska and helicopter services for surveying the site.

 

11.	Subsequent Event

 

The Company evaluates events that have occurred after the balance sheet date, but before the interim financial statements are issued. On November 5, 2014 the Company signed an Exploration and Option to Enter Joint Venture Agreement for the Willow Creek project in Alaska. The Exploration and Option Agreement provides the Company with the right to earn up to 70% interest in a joint venture with Miranda Gold Corp. by making certain expenditures over the next three years totaling US$10 million.

 

  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward Looking Statements

 

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions.

 

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our unaudited interim financial statements for the three and six months ended September 30, 2014 are expressed in US dollars and are prepared in accordance with generally accepted accounting principles in the United States of America. They reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of our interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for our fiscal year ending March 31, 2015. Our unaudited financial statements and notes included therein have been prepared on a basis consistent with and should be read in conjunction with our audited financial statements and notes for the year ended March 31, 2014, as filed in our annual report on Form 10-K.

 

The following discussion should be read in conjunction with our interim financial statements and the related notes that appear elsewhere in this quarterly report.

 

Business Overview

 

GOLD TORRENT, INC. (the “Company”) was incorporated as a Nevada corporation on August 15, 2006 under the name “Celldonate Inc.” and we have no subsidiaries. Historically we were in the business of developing mobile monetization solutions and applications.

 

On January 16, 2014, the Company changed its name to “Gold Torrent, Inc.” in order to better reflect the direction and business of the Company. Going forward, we plan to focus on acquiring ownership in late-stage exploration to development-stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America but may pursue other profitable business opportunities that are available to us. Our main focus will be on identifying solid resources, and then utilize funding to bring a distressed asset into production, while either securing equity ownership or rights of title in the form of royalties. We are targeting pre-production resource projects that are well understood, show strong financial projections and low capital intensity, where we can apply capital to take the projects into production within 12-36 months. 

 

On July 28, 2014, the Company entered into a non-binding Letter of Intent (“LOI”) with a third party to negotiate and enter into a Joint Venture Agreement (“JV Agreement”) for the development of the gold property known as Willow Creek, Alaska. Accordingly, the Company has undertaken a due diligence investigation into the project, which was completed on September 26, 2014. On November 5, 2014 the Company signed an Exploration and Option to Enter Joint Venture Agreement for the Willow Creek project in Alaska (“Exploration and Option Agreement”) with Miranda U.S.A., Inc. (“Miranda”). The Exploration and Option Agreement provides the Company with the right to earn up to 70% interest in a joint venture with Miranda Gold Corp. by making certain expenditures over the next three years totaling US$10 million. The principal terms of the Exploration and Option Agreement provide that the Company can earn an initial 20% interest in the Willow Creek gold project by incurring an initial work commitment of $1,070,000 before November 5, 2015 in costs related to exploration and development of the project. The Company shall be the manager of the initial joint venture. The management committee during the initial earn–in period shall be comprised of one nominee from the Company and one nominee from Miranda.

 

Upon completion of the initial work commitment, the Company can then either terminate the agreement or exercise an option to enter into a limited liability company (“JV”) with Miranda under the following terms:

 

●

Miranda will assign the underlying twenty-year lease that includes 8700 acres of patented mining claims and State Claims on the Willow Creek project to the JV and Miranda will retain a 30% participating interest in the JV;

 

●

The Company will sole fund the next US$8.93 million of expenditures on the JV to earn a 70% interest in the JV in two stages over the next two years; and

 

●

The Company shall be entitled to 90% of the cash flow from production at the Willow Creek project until it recovers its US$10 million initial capital investment, and 80% of the cash flow from production thereafter until it recovers any of its initial investment that exceeds $10 million, and thereafter shall be entitled to 70% of project cash flows. Miranda shall be entitled to 10%, 20% and 30%, respectively, of the Willow Creek cash flow.

 

 

The Company plans to complete initial engineering, resource, permitting, and economic studies during the initial earn-in period with a goal to bring the initial Coleman area gold resource within the Willow Creek project into production as soon as possible. Expansion and exploration drilling is planned during construction and during commercial production and is expected to expand the initial known mineralization well beyond the current levels.

 

Since our inception, we have incurred operational losses. We have also accumulated net losses since our inception and incurred a net loss for the most recent audited and interim periods. To finance our operations, we have received advances from related parties, loan payables and completed several rounds of financing, raising $92,050 through private placements of our common stock.

 

Results of Operations

 

For the Three Months ended September 30, 2014

 

During the three months ended September 30, 2014, we incurred a net loss of $165,734, compared to a net loss of $9,191 during the same period in the prior year.

 

Our net loss per share for the three months ended September 30, 2014 was $0.04. Our net loss per share for the three months ended September 30, 2013 was $0.01.

 

During the three months ended September 30, 2014, we incurred total expenses of $165,734, compared to total expenses of $9,191 during the same period in the prior year.

 

Our total expenses during the three months ended September 30, 2014 consisted of $27,921 in accounting and legal fees  , $25,235 in exploration and evaluation expenditures, $3,471 in licenses and fees, $1,885 in bank charges and finance fees, $934 in office expenses, and $106,288 in share-based payments. For the same period in fiscal 2013, we incurred expenses of $8,801 in accounting and legal fees, $200 in licenses and fees, $190 in bank charges and $nil in office expenses and share-based payments. Our total expenses are significantly higher. The variation in expenses is mainly due to the higher accounting, legal and license fees, exploration and evaluation expenditures consisting mainly of travel expenses for site visits and consultations related to the Willow Creek property and share-based payments for stock options granted during the current period.

 

For the Six Months ended September 30, 2014

 

During the six months ended September 30, 2014, we incurred a net loss of $222,327, compared to a net loss of $58,474 during the same period in the prior year.

 

Our net loss per share for the six months ended September 30, 2014 was $0.05. Our net loss per share for the six months ended September 30, 2013 was $0.01.

 

During the six months ended September 30, 2014, we incurred total expenses of $222,327, compared to total expenses of $58,474 during the same period in the prior year.

 

Our total expenses during the six months ended September 30, 2014 consisted of $49,921  in accounting and legal fees, $25,235 in exploration and evaluation expenditures, $5,729 in licenses and fees, $31,250 in finders’ fees, $2,703 in bank charges and finance fees, $1,201 in office expenses, and $106,288 in shares-based payments. For the same period in fiscal 2013, we incurred expenses of $18,134 in accounting and legal fees, $5,000 in licenses and fees, $35,000 in consulting and development fees, $340 in bank charges and $nil in office expenses and share-based payments. Our total expenses are significantly higher. The variation in expenses is mainly due to the higher accounting, legal, exploration, finder’s fees and share-based payments, while we did not incur consulting and development fees as a result of our change in business focus. The $31,250 finders’ fee pertains to the common shares issued as a retainer for services.

 

Liquidity and Capital Resources

 

We have limited operational history, and did not generate any revenues. As of September 30, 2014, we had $39,540 in cash, $598,894 in total liabilities and a working capital deficit of $553,104. As of September 30, 2014, we had an accumulated deficit of $781,782. We are dependent on funds raised through equity financing, related parties, and loan payables. Our operations were funded by equity financing and advances from shareholders and former related parties. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

 

 

During the six months ended September 30, 2014, we used $63,466 in cash on operating activities, compared to cash used of $2,861 on operating activities during the same period in fiscal 2013. Our increase in cash spending on operating activities between the two periods was primarily due to making cash payments for operating costs as described above.

 

During the six months ended September 30, 2014 and 2013, we did not engage in any investing activities.

 

During the six months ended September 30, 2014, we made payments of $12,690 on the outstanding stockholders’ loan balance and received an additional $80,000 in loans from stockholders, compared to receiving $nil in cash during the same period in fiscal 2013. The loan agreements entered during the current period are due one year from issuance, bearing 10% interest per annum compounded monthly.

 

During the six months ended September 30, 2014, our monthly cash requirements to fund our operating activities, including advances from former related parties, was approximately $7,052 compared to approximately $319 during the same period in fiscal 2013. In the absence of the continued sale of our common stock or advances from the former or new related parties, our cash of $39,540 as of September 30, 2014 is not sufficient to cover our current monthly burn rate for the foreseeable future and not enough to pay our current liabilities balance of $598,894. Until we are able to complete private and/or public financing as described below, we anticipate that we will rely on loans from shareholders to proceed with our plan of operations. Subsequent to September 30, 2014, we are in discussions to eliminate the current $420,653 liability due to companies controlled by a former shareholder of the Company in exchange for the “Celldonate” domain name that the Company purchased for $2,060 and other minor considerations.

 

Our business strategy going forward is to acquire ownership in late-stage exploration to development-stage gold mining projects and/or royalty or streaming interests in low capital intensity, mining projects in North America. Our main focus will be on identifying solid resources, and then utilize funding to bring a distressed asset into production, while either securing equity ownership or rights of title in the form of royalties.

 

We expect to require approximately $1,200,000 to carry out our business strategy. Our plan of operations over the next 12 months is to obtain the necessary financing to fill a number of key operational positions. If we secure less than the full amount of financing that we require, we will not be able to carry out our complete business plan and we will be forced to proceed with a scaled back business plan based on our available financial resources.

 

Future Financings

 

We have not generated any revenues, have achieved losses since our inception, and rely upon the sale of our securities, loans and advances from former related parties to fund our operations. We anticipate that we will incur substantial losses for the foreseeable future, and we are dependent upon obtaining outside financing to carry out our operations. Our unaudited financial statements for the three and six months ended September 30, 2014 have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.

 

We will require approximately $1,200,000 over the next 12 months in order to enable us to proceed with our plan of operations, including paying our ongoing expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we intend to raise the balance of our cash requirements for the next 12 months from private placements, advances from related parties or possibly a registered public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising enough money through such efforts, we may review other financing possibilities such as bank loans. At this time we do not have a commitment from any broker-dealer to provide us with financing, and there is no guarantee that any financing will be available to us or if available, on terms that will be acceptable to us.

 

If we are unable to obtain the necessary additional financing, then we plan to reduce the amounts that we spend on our operations so as not to exceed the amount of capital resources that are available to us. If we do not secure additional financing our current cash reserves and working capital will not be sufficient to enable us to sustain our operations for the next 12 months, even if we do decide to scale back our operations.

 

Off-Balance Sheet Arrangements

 

To provide incentive towards the development of the goals, an Equity Incentive Plan for employees, executives, directors and consultants awards 220,000 shares when certain performance goals have been achieved. One third will be triggered upon closing of corporate financing, one third upon commencement of construction of the mine and one third upon commencement of construction of the mill. Additional options have been granted in conjunction with the Equity Incentive Plan for employees, directors and consultants. During the period ended September 30, 2014, the Company granted 175,000 options.

 

A cash bonus of $40,000 each will be awarded to Mr. Pete Parsley and Mr. Ryan Hart upon the successful funding of the Company of at least $5 million.

 

 

Critical Accounting Policies

 

Our unaudited interim financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our unaudited interim financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management.

 

Foreign Currency Translation

 

Our unaudited financial statements are presented in United States dollars. Transactions in currencies other than the U.S. dollar are translated into U.S. dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities. Expenses are translated at the average rates for the period, excluding amortization, which is translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net loss.

 

Share-Based Payments

 

The Company records all share-based payments at fair value. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized through profit or loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.

 

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model.

 

At each balance sheet date, the amount recognized as an expense is adjusted to reflect the actual number of stock options expected to vest. On the exercise of stock options, common stock is recorded for the consideration received and for the fair value amounts previously recorded to contributed surplus. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payments.

 

Recent Accounting Guidance Adopted

 

The Company has adopted Accounting Standards Update 2014-10, Development Stage Entities, which eliminates certain financial reporting requirements. As such, these interim financial statements no longer present inception-to-date information on the statements of operations, cash flows, and stockholders’ deficiency. In addition, these interim financial statements are no longer labeled as a, “development stage entity”.

 

In August 2014, the Financial Accounting Standards Board issued ASU 2014-15, “Presentation of Financial Statements-Going Concern”. This ASU is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. It is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company does not expect it to have a material effect on the Company’s financial condition, results of operations, and cash flows.

 

Inflation

 

The amounts presented in the unaudited interim 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.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not required.

 

 

Item 4. Controls and Procedures

 

Disclosure Controls

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) designed to provide reasonable assurance the information required to be reported in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified and pursuant to Securities and Exchange Commission (“SEC”) rules and forms, including controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

 

Changes in Internal Control

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) during the six months ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

 

Item 2. Unregistered Sales of Equity Securities

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit Number		Exhibit  Description
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. 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. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 8**
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase*
101.DEF		XBRL Taxonomy Extension Definition Linkbase*
101.LAB		XBRL Taxonomy Extension Label Linkbase*
101.PRE		XBRL Taxonomy Presentation Linkbase*

 

* Filed herewith.

** Furnished herewith.

 

 

SIGNATURES

 

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

 

Date: November 18, 2014	GOLD TORRENT, INC.
	By:	/s/ Ryan Hart
		Ryan Hart
		Chief Executive Officer, President and Director
	By:	/s/ Alexander Kunz
		Alexander Kunz
		Chief Financial Officer and Director