Gold Torrent, Inc. - FORM 10-K

Attached files

file	filename
EX-32.2 - Gold Torrent, Inc.	ex32-2.htm
EX-32.1 - Gold Torrent, Inc.	ex32-1.htm
EX-31.2 - Gold Torrent, Inc.	ex31-2.htm
EX-31.1 - Gold Torrent, Inc.	ex31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended March 31, 2016

[ ] 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: 000-53872

GOLD TORRENT, INC.
(Exact name of registrant as specified in its charter)

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

960 Broadway Avenue

Suite 530

Boise, Idaho 83706

(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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405of this chapter) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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]

The aggregate market value of the Company’s common stock held by non-affiliates, as of September 30, 2015, was $1,890,000.

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 June 29, 2016, the registrant’s outstanding common stock consisted of 12,768,602 shares.

Table of Contents

PART I
Item 1. Business	3
Item 1A. Risk Factors	5
Item 1B. Unresolved Staff Comments	5
Item 2. Properties	6
Item 3. Legal Proceedings	6
Item 4. Mine Safety Disclosures	6

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6. Selected Financial Data	9
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	12
Item 8. Financial Statements and Supplementary Data	13
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 9A. Controls and Procedures	14
Item 9B. Other Information

PART III
Item 10. Directors, Executive Officers and Corporate Governance	15
Item 11. Executive Compensation	18
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Item 13. Certain Relationships and Related Transactions, and Director Independence	20
Item 14. Principal Accountant Fees and Services	21

PART IV
Item 15. Exhibits, Financial Statement Schedules	22

PART 1

Item 1. Business

Forward Looking Statements

This annual report 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.

As used in this annual report, the terms “we”, “us” and “our” mean Gold Torrent Inc., unless otherwise indicated.

Business Overview

GOLD TORRENT, INC. (the “Company”) was incorporated as a Nevada corporation on August 15, 2006. 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. On November 19, 2014, the Company entered into a Spin-off Agreement with a company controlled by a former shareholder to sell all intellectual property associated with the previous business of the Company, pursuant to which the Company was released from liabilities of $420,653.

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. 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 for the development of the gold property known as Willow Creek, Alaska. Accordingly, the Company conducted a due diligence investigation into the project, which we 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. On September 2, 2015 Miranda granted the Company a six-month extension to the dates related to the earn-in. Therefore 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 May 5, 2016 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 solely 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 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.

On January 15, 2015, and January 6, 2016 the Company paid $150,000 for a Lease Agreement between Miranda USA Inc. and a private company, and the amount was included in prepaid expenses and expensed over 12 months. In addition, the Company is committed to paying $150,000 every year on January 15. The purpose of this lease is to afford Miranda USA Inc. the opportunity to enter onto and produce minerals from certain patented and State of Alaska mining claims located in the State of Alaska. This lease is to be vended by Miranda to the joint venture upon the Company earning its initial 20% interest.

As of March 31, 2016, $949,932 was expended toward the Company’s initial 20% interest in the Willow Creek project for engineering and technical services related to: research and development of a project permitting plan; support of the technical and geological assessment of the project; mine planning and engineering for the Coleman and Lucky Shot areas of the project; Coleman area access studies; preparation of a project preliminary economic assessment; a proprietary gravity-only gold recovery processing plant preliminary design and report; and, the preparation of an updated independent draft mineral resource report on the Willow Creek project.

The exploration and evaluation costs for the year ended March 31, 2016 are associated with hourly fees of geological, metallurgical and mining engineering consultants employed by a company controlled by a director, and third party geological computer modeling services, independent engineering and geological service providers, metallurgical testing providers and the office cost required to manage and complete this work.

At the time of filing this report, an additional amount of approximately $200,000 has been expended toward the Company’s initial 20% interest in the Willow Creek project. The Company is currently engaged with third party consultants to complete a Preliminary Feasibility Study on its Willow Creek Project. Anticipated completion of this project is within the first half of 2016.

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 $1,635,350 through private placements of our common stock.

Employees

We have three executives, of whom two are full time.

Competition

We compete with other exploration companies for the acquisition of a limited number of exploration rights, and many of the other exploration companies possess greater financial and technical resources than we do. The mineral exploration industry is highly fragmented, and we are a very small participant in this sector. Many of our competitors explore for a variety of minerals and control many different properties around the world. Many of them have been in business longer than we have and have established more strategic partnerships and relationships. We also compete with other exploration companies for the acquisition and retention of skilled technical personnel.

Our competitive position depends upon our ability to acquire and explore new and existing gold properties. However, there is significant competition for properties suitable for gold exploration. Failure to achieve and maintain a competitive position could adversely impact our ability to obtain the financing necessary for us to acquire gold properties. As a result, we may be unable to continue to acquire interests in attractive properties on terms that we consider acceptable. We will be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as explosives, and certain equipment such as drill rigs, bulldozers and excavators that we will need to conduct exploration. If we are unsuccessful in securing the products, equipment and services we need we may have to suspend our exploration plans until we are able to secure them.

Market for Gold

In the event that gold is produced from our property, we believe that wholesale purchasers for the gold would be readily available. Readily available wholesale purchasers of gold and other precious metals exist in the United States and throughout the world. Among the largest are Handy & Harman, Engelhard Industries and Asahi Refining. Historically, these markets are liquid and volatile. Wholesale purchase prices for precious metals can be affected by a number of factors, all of which are beyond our control, including but not limited to:

	●	fluctuation in the supply of, demand and market price for gold;

	●	mining activities of our competitors;

	●	sale or purchase of gold by central banks and for investment purposes by individuals and financial institutions;

	●	interest rates;

	●	currency exchange rates;

	●	inflation or deflation;

	●	fluctuation in the value of the United States dollar and other currencies; and

	●	political and economic conditions of major gold or other mineral-producing countries.

Gold ore is typically mined and leached to produce pregnant solutions, which are processed through a series of steps to recover gold and produce doré. Gold doré is then sold to refiners and smelters for the value of the minerals that it contains, less the cost of further refining and smelting. Refiners and smelters then sell the gold on the open market through brokers who work for wholesalers including the major wholesalers listed above.

Item 1A. Risk Factors

Not required for a smaller reporting company.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our executive office is located at 960 Broadway Avenue, Suite 530, Boise, Idaho 83706.

This office is currently provided to us through a service agreement with a company controlled by an officer and director. As of January1, 2015 we have entered into a General Services agreement for this office, and we recognize an expenses of $1,280 rent per month for it. We believe that this office is suitable for our current operations and we do not anticipate requiring any additional property in the foreseeable future. In addition we recognize an expense of $250 per month to cover computer hardware/software, communication and reproduction costs.

Item 3. 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 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted on the OTCQB under the trading symbol “CEAC”. Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be a market for our common stock in the future.

The following quotations reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Quarter Ended	High ($)		Low ($)
March 31, 2016		0.25		0.25
December 31, 2015		0.40		0.40
September 30, 2015		0.27		0.27
June 30, 2015		0.15		0.15
March 31, 2015		0.70		0.14
December 31, 2014		0.70		0.70
September 30, 2014		3.00		2.00
June 30, 2014		3.00		3.00
March 31, 2015		1.500		1.500
December 31, 2013		1.500		1.500
September 30, 2013		0.075		0.075
June 30, 2013		0.075		0.075

Holders

As of June 29, 2016, there were approximately 46 holders of record of our common stock. We do not believe that a significant number of beneficial owners hold their shares of our common stock in street name.

Dividends

We have not paid cash dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock for the foreseeable future. We intend to retain earnings, if any, to finance the development and expansion of our business. Our future dividend policy will be subject to the discretion of our Board of Directors and will depend upon our future earnings, if any, our financial condition, our capital requirements, general business conditions and other factors.

Equity Compensation Plans

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		175,000	$	1.27		19,850,000

Equity compensation plans not approved by security holders		-		-		-
Total		175,000	$	1.27		19,850,000

The company has granted stock options 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. During the fiscal year ended March 31, 2016, the Company granted no options, and plans to terminate the stock option plan and replace it with a new one upon closing of expected financing.

During the fiscal year ended March 31, 2015, the Company granted 175,000 options to officers and directors of the Company with the following vesting terms: 1/3 on date of grant, 1/3 six months from date of grant, and 1/3 one year from date of grant.

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, March 31, 2015		175,000	$	1.27
Granted		-	$	-
Balance, March 31, 2016		175,000	$	1.27

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

			March 31, 2016
Expiry date	Exercise price		Options outstanding		Options exercisable
July 30, 2019	$	1.25		150,000		100,000
July 30, 2019	$	1.38		25,000		16,667
				175,000		116,667

The weighted average remaining contractual life of stock options outstanding at March 31, 2016 is 3.33 (March 31, 2015 – 4.33) 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:

	March 31, 2016
Risk-free interest rate		1.77	%
Expected dividend yield		0	%
Expected share price volatility		178	%
Expected option life in years		4
Fair value	$	1.20

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% in determining the expense recorded in the accompanying statement of operations. Expected share price volatility is determined with reference to the Company’s historical daily share price volatility.

Recent Sales of Unregistered Securities

On January 29, 2016, the Company entered into a subscription agreement for the issuance of 100,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $25,000 in cash.

On February 22, 2016, the Company entered into a subscription agreement for the issuance of 400,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $100,000 in cash.

On February 22, 2016, the Company entered into a subscription agreement for the issuance of 240,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $60,000 in cash.

On April 15, 2016, the Company entered into a subscription agreement for the issuance of 600,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $150,000 in cash.

On April 18, 2016, the Company entered into a subscription agreement for the issuance of 200,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $50,000 in cash.

On April 20, 2016, the Company entered into a subscription agreement for the issuance of 100,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $25,000 in cash.

In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

Item 6. Selected Financial Data

Not required for a smaller reporting company.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. 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 Operations

Revenues

We have limited operational history. From our inception on August 15, 2006 to March 31, 2016, we did not generate any revenues. 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.

On November 19, 2014, the Company entered into a Spin-off Agreement (the “Agreement”) with a company controlled by a former shareholder to sell all intellectual property and assets associated with the previous business of the Company. In exchange for all assets and property related to the previous business, the Company was released from certain liabilities amounted to $420,653 previously recorded in accounts payable owing to the former shareholder or companies controlled by them.

The disposal of the net liabilities of the operations resulted in a gain of $418,593.

Expenses

During the fiscal year ended March 31, 2016, we incurred total expenses of $1,304,542, including $83,305 in accounting and legal fees, $363,750 in executive compensation, $19,613 in licenses and fees, $762,065 in exploration and evaluation fees, $20,223 in office expenses, $14,296 in bank charges and finance fees, $28,696 in travel and entertainment, $3,744 in advertising and promotion, and $8,850 in share-based payments. For the fiscal year ended March 31, 2015, we incurred total expenses of $595,353, including $119,671 in accounting and legal fees, $14,905 in licenses and fees, $163,036 in exploration and evaluation fees, $30,449 in bank charges, $199,958 in share-based payments, 31,250 in finder fees, $20,000 in consulting fees and $16,084 in office expenses.

The variation in expenses is mainly due to the exploration and evaluation costs incurred for engineering and consultations related to the Willow Creek property, executive compensation and licenses and fees.

Net Loss

For the fiscal year ended March 31, 2016, we incurred a net loss of $1,304,542 and a net loss per share of $0.15. For the fiscal year ended March 31, 2015, we incurred a net loss of $176,760 and a net loss per share of $0.04.

Liquidity and Capital Resources

As of March 31, 2016, we had $265,315 in cash, and paid $138,248 in prepaids and deposits, $600,162 in total liabilities and a working capital deficit of $196,599. We are dependent on funds raised through equity financing and advances from related parties and loans payable. Our cumulative net loss of $2,040,757 was funded by equity financing and advances from stockholders. Since our inception on August 15, 2006, we have raised gross proceeds of $1,635,350 in cash from the sale of our securities. 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 fiscal year ended March 31, 2016, we spent $953,797 on operating activities. During the fiscal year ended March 31, 2015, we spent $305,489 on operating activities. Our increase in cash spending on operating activities during the fiscal year ended March 31, 2016 was primarily due to the exploration and evaluation costs incurred for engineering and consultations related to the Willow Creek property, executive compensation and licenses and fees.

During the fiscal year ended March 31, 2016 and 2014, we did not engage in any investing activities.

During the fiscal year ended March 31, 2016, we made payments of approximately $201,825 on the outstanding stockholder’s loan balances and we received $1,340,900 in cash from financing activities in net proceeds from the issuance of our common stock for a total cash provided of $1,139,075 compared to cash receipts of $229,830 from advances from related parties and $120,000 in net proceeds from the issuance of our common stock for a total cash provided of $349,830 during the fiscal year ended March 31, 2015.

Our increase in cash for the fiscal year ended March 31, 2016 was $185,278 mainly due to increase in cash from financing activities.

During the fiscal year ended March 31, 2016, our monthly cash requirements to fund our operating activities, was approximately $79,483, compared to approximately $25,457 during the fiscal year ended March 31, 2015. In the absence of the continued sale of our common stock or advances from related parties, our cash of $265,315 as of March 31, 2016 is sufficient to cover our current monthly burn rate for three months. Until we are able to complete private and/or public financing as described below, we anticipate that we may rely on additional equity offerings and/or advances from related parties to proceed with our plan of operations.

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 $2,500,000 to carry out our business strategy. Our plan of operations over the next 12 months is to obtain the necessary financing to continue the Joint Venture earn-in at the Willow Creek Project. 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 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 audited financial statements for the year ended March 31, 2016 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 $2,500,000 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

We do not have any off balance sheet arrangements.

Critical Accounting Policies

Our audited 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 audited 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 audited 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 (“ASU”) 2014-10, Development Stage Entities, which eliminates certain financial reporting requirements. As such, the accompanying financial statements no longer present inception-to-date information on the statements of operations, cash flows, and stockholders’ deficiency. In addition, the accompanying financial statements are no longer labeled as a, “development stage entity”.

In August 2014, the Financial Accounting Standards Board (“FASB”) 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 March 15, 2015, 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.

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU amends ASC 360, Property, Plant and Equipment and expands the disclosures for discontinued operations, and requires new disclosures for disposals of individually significant components that do not meet the new definition of a discontinued operation and are classified as assets held for sale. These provisions are effective for annual and interim periods beginning after March 15, 2014. 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 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 7A. Quantitative and Qualitative Disclosures About Market Risk

Not required for a smaller reporting company.

Item 8. Financial Statements and Supplementary Data

GOLD TORRENT, INC.

March 31, 2016 and 2015

Financial Statements
(Expressed in US Dollars)

Financial Statement Index

Report of Independent Registered Public Accounting Firm		F–1

Balance Sheets		F–2

Statements of Operations		F–3

Statements of Cash Flows		F–4

Statements of Stockholders’ Deficiency		F–5

Notes to Financial Statements		F–6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Gold Torrent, Inc.

We have audited the accompanying balance sheets of Gold Torrent, Inc. as at March 31, 2016 and 2015, and the related statements of operations, cash flows and stockholders’ deficiency for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gold Torrent, Inc. as at March 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements referred to above have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company incurred losses from operations since inception, has not attained profitable operations and is dependent upon obtaining adequate financing to fulfill its operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada	“Morgan & Company LLP”

June 27, 2016	Chartered Professional Accountants

F-1

GOLD TORRENT, INC.

Balance Sheets

(Expressed in US dollars)

	March 31, 2016			March 31, 2015

Assets

Current
Cash	$	265,315		$	80,037
Prepaids and deposits		138,248			121,250

	$	403,563		$	201,287

Liabilities

Current
Accounts payable (Note 6)	$	226,619		$	148,922
Accrued liabilities (Note 8)		279,750			12,000
Stockholders’ loans (Note 7)		93,793			282,172

		600,162			443,094

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:
10,828,600 common shares, $0.001 par value (2015 - 5,465,000 common shares)		29,157			23,793
Additional Paid-in Capital		1,606,193			270,657
Contributed Surplus (Notes 4 and 5)		208,808			199,958
Deficit		(2,040,757	)		(736,215	)

		(196,599	)		(241,807	)

	$	403,563		$	201,287

Nature of operations and going concern (Note 1)

See accompanying notes to financial statements.

F-2

GOLD TORRENT, INC.

Statements of Operations

(Expressed in US dollars)

	For the Year Ended March 31, 2016			For the Year Ended March 31, 2015
Expenses
Accounting and legal	$	83,305		$	119,671
Advertising and promotion		3,744			-
Bank charges and finance fees		14,296			30,449
Consulting fees		-			20,000
Executive compensation (Note 8)		363,750			-
Exploration and evaluation (Note 10)		762,065			163,036
Finder’s fees		-			31,250
Licenses and fees		19,613			14,905
Office		20,223			16,084
Share-based payments (Note 5)		8,850			199,958
Travel and entertainment		28,696			-
Loss from Continuing Operations		(1,304,542	)		(595,353	)

Gain on sale of discontinued operations		-			418,593
Net Income from Discontinued Operations		-			418,593

Net Loss and Comprehensive Loss for the Year	$	(1,304,542	)	$	(176,760	)

Weighted average number of common shares outstanding		8,595,185			4,748,797
Basic and diluted loss per share – continuing operations	$	(0.15	)	$	(0.13	)
Basic and diluted earnings per share – discontinued operations		-			0.09
Basic and diluted loss per share	$	(0.15	)	$	(0.04	)

See accompanying notes to financial statements.

F-3

GOLD TORRENT, INC.

Statements of Cash Flows

(Expressed in US dollars)

	For the Year Ended March 31, 2016			For the Year Ended March 31, 2015

Cash Flow from Operating Activities
Net loss for the year	$	(1,304,542	)	$	(176,760	)
Items not involving cash:
Shares issued for services		-			81,250
Share-based payments		8,850			199,958
Accrued interest		13,446			11,686
Gain on sale of discontinued operations		-			(418,593	)
Changes in non-cash working capital items:
Prepaids and deposits		(16,998	)		(121,250	)
Accounts payable and accrued liabilities		345,447			118,220

Cash Used in Operating Activities		(953,797	)		(305,489	)

Cash Flow from Financing Activities
Net proceeds from issuance of common stock		1,340,900			120,000
Loans received from stockholders		-			245,000
Repayment of stockholders’ loans		(201,825	)		(15,170	)

Cash Provided by Financing Activities		1,139,075			349,830

Increase in Cash		185,278			44,341
Cash, Beginning of Year		80,037			35,696

Cash, End of Year	$	265,315		$	80,037

Supplemental Information
Tax paid	$	-		$	-
Interest paid	$	-		$	-

See accompanying notes to financial statements.

F-4

GOLD TORRENT, INC.

Statements of Stockholders’ Deficiency

(Expressed in US dollars)

	Shares of Common Stock Issued		Common Stock		Additional Paid-in Capital		Contributed Surplus		Deficit			Total

Balance, March 31, 2014		4,610,000	$	22,938	$	70,262	$	-	$	(559,455	)	$	(466,255	)
Shares issued for cash		480,000		480		119,520		-		-			120,000
Shares issued for services		375,000		375		80,875		-		-			81,250
Share-based payments		-		-		-		199,958		-			199,958
Net loss for the year		-		-		-		-		(176,760	)		(176,760	)

Balance, March 31, 2015		5,465,000		23,793	$	270,657		199,958		(736,215	)		(241,807	)
Shares issued for cash		5,363,600		5,364		1,335,536		-		-			1,340,900
Share-based payments		-		-		-		8,850		-			8,850
Net loss for the year		-		-		-		-		(1,304,542	)		(1,304,542	)

Balance, March 31, 2016		10,828,600	$	29,157	$	1,606,193	$	208,808	$	(2,040,757	)	$	(196,599	)

See accompanying notes to financial statements.

F-5

GOLD TORRENT, INC.

Notes to Financial Statements

Years Ended March 31, 2016 and 2015

(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 had been creating, testing and developing mobile applications, games and tools designed to engage consumers in transacting business via mobile devices. On November 19, 2014, the Company entered into a Spin-off Agreement (the “Agreement”) with a company controlled by a former stockholder to sell all intellectual property and assets associated with the previous business of the Company, pursuant to which the Company was released from certain liabilities amounting to $420,653.

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 fiscal year ended March 31, 2015, the Company entered into an Exploration and Option to Enter Joint Venture Agreement with a third party (Note 10).

The Company has incurred losses since inception and has an accumulated deficit of $2,040,757 (2015 - $736,215) as of March 31, 2016, with limited resources and no source of operating cash flows. As at March 31, 2016, the Company has a working capital deficiency of $196,599 (2015 - $241,807). As a result of the Agreement, the Company recognized a net income from discontinued operations of $Nil (2015 - $418,593) and a net loss from continuing operations of $1,304,542 (2015 - $595,353) during the fiscal year ended March 31, 2016.

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 financial statements could be material.

These 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 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.

(b)

Use of estimates

The preparation of 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 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.

F-6

GOLD TORRENT, INC.

Notes to Financial Statements

Years Ended March 31, 2016 and 2015

(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.

(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.

F-7

GOLD TORRENT, INC.

Notes to Financial Statements

Years Ended March 31, 2016 and 2015

(Expressed in US dollars)

2.	Significant Accounting Policies (Continued)

(g)

Share-based payments

(h)

Exploration and evaluation

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. 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 implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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 is not exposed to significant credit risk as at March 31, 2016 and 2015.

F-8

GOLD TORRENT, INC.

Notes to Financial Statements

Years Ended March 31, 2016 and 2015

(Expressed in US dollars)

3.	Financial Instruments (Continued)

(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 March 31, 2016, the Company had accounts payable of $226,619 (2015 - $148,922), which are due within 30 days or less. The Company’s stockholders’ loans (Note 7) of $93,793 (2015 - $282,172) are due within one year and are 11% interest-bearing. The extended loans are 10% interest bearing.

As at March 31, 2016, accrued liabilities consist of accrued accounting and legal fees of $15,000 (2015 - $12,000), and accrued executive compensation of $264,750 (2015 - $Nil).

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. The agreement continued for one year and has been terminated by the Company.

On January 9, 2015, the Company entered into a Consulting agreement for the issuance of 200,000 common shares at an estimated fair value of $0.10 per share for a total amount of $20,000 as a retainer for services. The agreement continued for one year and has been terminated by the Company.

On January 12, 2015, the Company entered into a Finance Term Fee agreement for the issuance of 100,000 common shares due upon financing term sheet or receipt of a minimum of $250,000. The agreement also calls for a reduction of monthly legal fees of $1,500 for 10,000 shares of common stock. This agreement will continue from month to month thereafter unless terminated by either party.

On January 28, 2015, the Company entered into a subscription agreement for the issuance of 200,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $50,000 in cash.

On February 4, 2015, the Company entered into a subscription agreement for the issuance of 280,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $70,000 in cash.

On March 10, 2015, the Company entered into an accounts payable agreement for the issuance of 150,000 common shares for a reduction of $30,000 in the outstanding amount due.

F-9

GOLD TORRENT, INC.

Notes to Financial Statements

Years Ended March 31, 2016 and 2015

(Expressed in US dollars)

During the year ended March 31, 2016, the Company entered into subscription agreements for the issuance of 5,363,600 shares of common stock at a purchase price of $0.25 per share for a total amount of $1,340,900 in cash.

4.	Common Stock (Continued)

Subsequent to year-end, in April 2016, the Company entered into subscription agreements for the issuance of 1,500,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $375,000 in cash.

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 the 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.

During the fiscal year ended March 31, 2015, the Company granted 175,000 stock options to officers and directors of the Company with the following vesting terms: 1/3 on date of grant, 1/3 six months from date of grant, and 1/3 one year from date of grant.

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

	Number		Weighted-average exercise price
Balance, March 31, 2014		-	$	-
Granted		175,000	$	1.27
Balance, March 31, 2016 and 2015		175,000	$	1.27

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

	March 31, 2016
Expiry date	Exercise price		Options outstanding		Options exercisable
July 30, 2019	$	1.25		150,000		100,000
July 30, 2019	$	1.38		25,000		16,667
				175,000		116,667

The weighted average remaining contractual life of stock options outstanding at March 31, 2016 is 3.33 (2015 – 4.33) years. As at March 31, 2016, unamortized share-based payment expense on the outstanding options is $Nil (2015 - $8,850).

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

	March 31, 2015
Risk-free interest rate		1.77	%
Expected dividend yield		0	%
Expected share price volatility		178	%
Expected option life in years		5
Fair value	$	1.20

F-10

GOLD TORRENT, INC.

Notes to Financial Statements

Years Ended March 31, 2016 and 2015

(Expressed in US dollars)

5.	Stock Options (Continued)

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% 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.

6.	Accounts Payable

Accounts payable as at March 31, 2016 includes the following:

	-	$96,624 due to a company controlled by an officer and stockholder of the Company;

	-	$10,000 due to an officer and stockholder of the Company;

	-	$56,000 due to a company, who is a stockholder of the Company for payment of legal services made on behalf of the Company; and

	-	$63,995 due to unrelated parties.

7.	Stockholders’ Loans

As at March 31, 2016, current officers and stockholders of the Company had loans outstanding of $93,793 (2015 - $282,172). These loans were due on dates between October 31, 2015 and January 23, 2016, were unsecured and 10% and 11% interest-bearing. As at March 31, 2016, the Company had accrued interest of $13,446 (2015 - $11,686).

The Company entered into loan extension agreements with its current officers and stockholders. The loans are due on March 31, 2017 and 10% and 11% interest-bearing.

8.	Related Party Transactions

Transactions with related parties for goods and services are based on the exchange amount as agreed to by the related parties.

Details of related party transactions are as follows:

	(a)	Effective October 1, 2014, the Company signed a technical services and administration consulting agreement with a company controlled by a director, pursuant to which the Company agreed to pay a monthly fee of $9,529 including overhead and rent. During the year ended March 31, 2016, the Company paid or accrued various expenses of $447,817 (2015 - $57,178) relating to this agreement. In addition, as at March 31, 2016, the Company accrued finance fees of $10,000 (2015 - $10,000) to this director.

	(b)	During the year ended March 31, 2015, the Company issued 125,000 stock options to directors and officers with a total fair value of $142,502. During the year ended March 31, 2016, a further fair value of $8,850 vested into share-based payments expense.

	(c)	During the year ended March 31, 2016, the Company signed employment agreements with three directors and officers. A total of $363,750 (2015 - $Nil) was accrued in the period as a result of these contracts, and $264,750 (2015 - $Nil) were owing as at March 31, 2016.

F-11

GOLD TORRENT, INC.

Notes to Financial Statements

Years Ended March 31, 2016 and 2015

(Expressed in US dollars)

9.	Segmented Information

The Company operates primarily in one business segment being the identification and development of mining projects with substantially all of its assets and operations located in the United States.

10.

Exploration and Evaluation

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 for the development of the gold property known as Willow Creek, Alaska. 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 USA Inc. (“Miranda”) by making certain expenditures over the next three years totaling $10,000,000. 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. On September 2, 2015, Miranda granted the Company a six-month extension to the dates related to the earn-in. Therefore, 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 May 5, 2016 in costs related to exploration and development of the project.

On January 15, 2015 and January 6, 2016, the Company paid $150,000 for a Lease Agreement between Miranda and a private company, and the amount was included in prepaid expenses and expensed over 12 months. In addition, the Company is committed to paying $150,000 every year on January 15. The purpose of this lease is to afford Miranda the opportunity to enter onto and produce minerals from certain patents and State of Alaska mining claims located in the State of Alaska. This lease is to be vended by Miranda to the joint venture upon the Company earning its initial 20% interest.

As of March 31, 2016, $949,932 was expended toward the Company’s initial 20% interest in the Willow Creek project for engineering and technical services related to: research and development of a project permitting plan; support of the technical and geological assessment of the project; mine planning and engineering for the Coleman and Lucky Shot areas of the project; Coleman area access studies; preparation of a project preliminary economic assessment; a proprietary gravity-only gold recovery processing plant preliminary design and report; and the preparation of an updated independent draft mineral resource report on the Willow Creek project.

11.	Income Taxes

Deferred income taxes reflect the tax consequences for future years of differences between the tax basis of assets and liabilities and their financial reporting amounts.

The provision for income taxes differs from the result that would be obtained by applying the statutory tax rate of 35% (2015 - 35%) to income before income taxes as follows:

F-12

GOLD TORRENT, INC.

Notes to Financial Statements

Years Ended March 31, 2016 and 2015

(Expressed in US dollars)

11.	Income Taxes (Continued)

	March 31, 2016			March 31, 2015

Computed expected income tax benefit	$	(453,000	)	$	(138,000	)
Change in valuation allowance		453,000			138,000

Income tax provision	$	-		$	-

The potential benefit of net operating loss carry-forwards has not been recognized in these financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The components of deferred income tax assets and the amount of the valuation allowance are as follows:

	March 31, 2016			March 31, 2015

Net operating losses carried forward	$	787,000		$	334,000
Valuation allowance		(787,000	)		(334,000	)

Net deferred income tax assets	$	-		$	-

The Company believes that, based on a number of factors, the available objective evidence creates sufficient uncertainty regarding the reliability of the deferred income tax assets such that a full valuation allowance has been recorded. These factors include the Company’s current history of net losses and the expected near-term future losses. The operating losses amounting to $2,249,000 will expire between 2027 and 2036 if they are not utilized. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry-forwards:

Fiscal Year		Amount		Expiry Date

	2007	$	55,000		2027
	2008		38,000		2028
	2009		52,000		2029
	2010		63,000		2030
	2011		60,000		2031
	2012		63,000		2032
	2013		96,000		2033
	2014		131,000		2034
	2015		395,000		2035
	2016		1,296,000		2036
		$	2,249,000

For the years ended March 31, 2016 and 2015, the Company did not have any unrecognized tax benefits, and thus no interest and penalties relating to unrecognized tax benefits were recognized. The Company records interest and penalties on unrecognized tax benefits, if any, as a component of income tax expense. In addition, the Company does not expect that the amount of unrecognized tax benefits will change substantially within the next twelve months.

F-13

GOLD TORRENT, INC.

Notes to Financial Statements

Years Ended March 31, 2016 and 2015

(Expressed in US dollars)

11.	Income Taxes (Continued)

The Company’s US federal income tax returns are open to examination by the Internal Revenue Service for the 2009, 2010, 2011, 2012, 2013, 2014 and 2015 taxation years.

12.

Subsequent Events

	(a)	In April 2016, the Company entered into subscription agreements for the issuance of 1,500,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $375,000 in cash.

	(b)	An additional amount of approximately $200,000 has been expended toward the Company’s initial 20% interest in the Willow Creek project.

	(c)	On April 21, 2016, the Company repaid in full a loan from an officer in the amount of $3,513.

The Company evaluates events that have occurred after the balance sheet date, but before the financial statements are issued. Based upon the evaluation, other than what is described above, the Company did not identify any recognized or non-recognized subsequent events that would have required further adjustments or disclosures in the financial statements.

F-14

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. 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 not 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.

Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting. Under the supervision of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2016 using the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting as of March 31, 2016, we determined that there were significant deficiencies that constituted material weaknesses, as described below.

	1.	We do not have a majority of independent directors . We have no policy on fraud and no code of ethics at this time.

	2.	All cash management is conducted solely by one officers, which may result in the misappropriation of funds.

	3.	The lack of independent directors exercising an oversight role increases the risk of management override and potential fraud.

	4.	We are in the development stage with limited resources and limited monitoring of internal control and assessment of risk is conducted.

Management is currently evaluating remediation plans for the above control deficiencies.

In light of the existence of these control deficiencies, management concluded that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result, management has concluded that we did not maintain effective internal control over financial reporting as of March 31, 2016 based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

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 quarter ended March 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following table sets forth certain information of our directors and officers as of the date of this report.

Name	Age	Position	Director/Officer Since
Daniel Kunz	63	Chief Executive Officer, Chairman	September 30, 2013
Ryan Hart	39	President and director	September 30, 2013
Alexander Kunz	31	Chief Financial Officer and director	October 14, 2013
Roy Eiguren	63	Director	October 14, 2013
Steven McGrath	66	Director	October 14, 2013

Daniel Kunz – Chief Executive Officer and Chairman (Principal Executive Officer)

Mr. Kunz has significant experience in international mining, engineering and construction, including, marketing, business development, management, accounting, finance and operations. Mr. Kunz was senior vice president and Chief Operating Officer of Ivanhoe Mines Ltd. from November 1997 until October 2000, and then was President, Chief Executive Officer and director from November 2000 until March 2003. Mr. Kunz also headed the finance, development, construction and operation of a low cost heap leach, copper cathode mine in Myanmar, developed a small high-grade gold mine in South Korea, led the acquisition of the Savage River iron ore pellet mine and facility in Australia and directed the startup of test production at a metallurgically complex 13 million ounce gold mine in Kazakhstan. From April 2003 to March 2004, Mr. Kunz served as interim President and Director of Jinshan Gold Mines, a subsidiary of Ivanhoe Mines Ltd. In 2003 Jinshan Gold Mines was acquired by China National Gold Corp. Jinshan was engaged in heap leach gold production and through extensive local partnerships and ventures explored for copper, gold and platinum group metals in China. As Co-Founder, President and CEO of MK Gold Company, he directed its initial public offering on the NASDAQ exchange in 1993.

Mr. Kunz held executive positions with NYSE listed Morrison Knudsen Corporation (including as Corporate Vice President and Controller) for 17 years. During his tenure at Morrison Knudsen Corporation, Mr. Kunz was involved in international and local mine operations, engineering and finance for numerous contract mining and owned and operated coal, gold, silver, limestone, aggregate, and copper mines. Mr. Kunz holds a Masters of Business Administration and a Bachelor of Science in Engineering. Mr. Kunz was selected to serve on our Board based on his knowledge of and relationships in the mining business.

Ryan E. Hart – President and director

After working several years at Credit Suisse and UBS in the fields of Equity Trading and Portfolio Management, Mr. Hart worked as an alternative investment advisor – with a strong focus on hedge funds and venture capital – to independent asset managers and high net worth individuals. Mr. Hart and his clients have been early investors in numerous public and private businesses, offering start-up and small companies the financial resources and network to execute their business plans and create sustainable shareholder value. Past and current portfolio holdings include investments in the information technology, oil and gas, precious metals mining and energy/resource recovery, tobacco as well as timber sectors. From November 2009 to December 2012, Mr. Hart first served as Chairman and later as Chief Executive Officer of another mining company, Turk Power Corporation. From December 2012 to September 2013, Mr. Hart served as Chief Executive Officer of Zinco de Brazil, a company primarily engaged in the mining business. Mr. Hart holds a Bachelor Degree in Business Administration and is fluent in German and English.

Alexander Kunz – Chief Financial Officer and Director

Mr. Kunz is a licensed attorney with several years of experience in government regulation and regulatory law at Capital Law Group in Boise, Idaho. Prior to working with Daniel Kunz & Associates, Mr. Kunz served at the United States Treasury Alcohol and Tobacco Tax and Trade Bureau for one year during 2012 in Washington D.C. where he helped author several regulatory laws. He served as associate legal counsel to Kenai Resources Ltd, a gold exploration company with properties in Brazil, Oregon, Idaho and Venezuela where he worked with the Bureau of Land Management on land matters from 2004 to 2005. Mr. Kunz holds a BS in biology/chemistry and a Masters in Management Science as well as a Juris Doctorate from Creighton University. Mr. Kunz has the legal and technical skills and prior experience to assist us in due diligence and investigations for the sourcing and acquisition of mineral resource properties and opportunities.

Roy Eiguren – Director

Mr. Eiguren is a partner in the lobbying and public policy consulting firm of Sullivan, Reberger and Eiguren and formerly was the President of Eiguren Public Policy LLC, a lobbying and public policy consulting firm which he founded in 2007. He is Of Counsel to the Capitol Law Group in Boise. In addition, Mr. Eiguren is President of Inland Public Properties Development Company of Idaho, which leases real estate facilities. Prior to April 2007, he was a senior partner in the Boise law firm of Givens Pursley LLP. Before entering private practice in 1984, Mr. Eiguren worked as a Special Assistant to the Administrator and CEO of the Bonneville Power Administration, U.S. Department of Energy, and prior to that, served as Chief of the Legislative and Administrative Affairs Division of the Idaho Attorney General’s office. He also served two years as Deputy Prosecuting Attorney for Ada County, Idaho. Mr. Eiguren is a member of the American and Federal Bar Association. He is a former Director of Avista Corporation, where he served on the Audit Committee and the Energy, Environmental, and Operations Committees of the Board. Mr. Eiguren is the Chairman of the Board of Advisors of Exergy Development Company. He is a past Chairman of the Boise Metro Chamber of Commerce, and the Chairman of the Idaho State Capitol Commission. Mr. Eiguren is a native of Idaho and graduated in 1974 from the University of Idaho with a Bachelor of Arts Degree in political science and a law degree in 1977. He is a graduate of the Executive Management Program of Dartmouth College’s School of Business Administration. Mr. Eiguren is also the President of the Cenarrusa Center for Basque Culture. Mr. Eiguren has experience as a public listed company director and has the skills and experience required to provide independent direction and corporate governance oversight for the company.

Steven McGrath – Director

Mr. McGrath is a senior metallurgist with over 30 years experience as a hydrometallurgist and chemist. From 1997 to 2005 he worked as the chief research Chemist and Mettallurgist for Montec Research, Inc. (Resodyn Corp.) and has served as principal Investigator on projects for the National Science Foundation, Department of Energy,Department of Defense, Environmental Protection Agency and the National Oceanic and Atmospheric administration. From 1996 to 1997 he was a geochemist for Montana Bureau of Mines and Geology, and from 1993 to 1995 he was Research Hydrometallurgist for Metanetix, Inc. From 1990 to 1993 and from 2005 to 2013 he was Chief Chemist to the Montana Bureau of mines and Geology. Mr. McGrath recently retired from the Montana Bureau of Mines and Geology where he was involved in mineral analytical work and metallurgical studies of a significant number of projects in North America. He is a graduate of the University of Montana (B.A., 1974) and the Montana College of Mineral Science and Technology (B.S., 1980; M.S., 1983; and M.S., 1992).Mr. McGrath has the metallurgical experience, skills and background to act as an independent director providing direction regarding the identification and selection of mineral resource projects for the Company.

Family Relationships

There are no family relationships among our directors, executive officers or persons nominated or chosen by us to become directors or executive officers except that Alexander Kunz is the son of Daniel Kunz.

Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past 10 years:

	●	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	●	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	●	being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

	●	being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

	●	any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business activity;

	●	and judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions; or

	●	any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

Section 16(a) Beneficial Ownership Compliance Reporting

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended March 31, 2016 our directors, executive officers and 10% stockholders complied with all applicable filing requirements.

Code of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because we have not yet finalized the content of such a code.

Audit Committee

We do not have an audit committee. Our entire Board of Directors carries out the functions of the audit committee.

Our Board has determined that we do not have an audit committee financial expert on our Board carrying out the duties of the audit committee. The Board has determined that the cost of hiring a financial expert to act as a director and to be a member of the audit committee or otherwise perform audit committee functions outweighs the benefits of having an audit committee financial expert on the Board.

Nomination Procedures for Directors

We do not have a nominating committee. Our Board of Directors selects individuals to stand for election as members of the Board, and does not have a policy with regards to the consideration of any director candidates recommended by our security holders. Our Board has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when it considers a nominee for a position on our Board. If security holders wish to recommend candidates directly to our Board, they may do so by communicating directly with our President at the address specified on the cover of this annual report. There has not been any change to the procedures that our shareholder may recommend nominees to our Board of Directors.

Item 11. Executive Compensation

During the year ended March 31, 2016, the Company signed employment agreements with three directors and officers. A total of $363,750 was recognized in the period as a result of these contracts. The following table sets forth certain information of our directors and officers as of the date of this report.

Name and principal position	Year	Salary		Bonus		Stock awards	Option awards		Nonequity incentive plan compensation	Nonqualified deferred compensation earnings	All other compensation	Total
Daniel Kunz	2016	$	165,000	$		$	$		$	$	$	$	165,000
Daniel Kunz	2015	$		$		$	$	1,250	$	$	$	$	40,000
Ryan Hart	2016	$	127,500	$		$	$		$	$	$	$	127,500
Ryan Hart	2015	$		$	0	$	$	1,250	$	$	$	$	65,000

Name	Position	Compensation for the year ended March 31, 2016
Daniel Kunz	Chief Executive Officer, Chairman	$	165,000
Ryan Hart	President and director	$	127,500
Alexander Kunz	Chief Financial Officer and director	$	71,250
Roy Eiguren	Director		-
Steven McGrath	Director		-
		$	363,750

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors or a committee performing similar functions. It is the view of the Board that it is appropriate for us not to have such a committee because of our size and because the Board as a whole participates in the consideration of executive compensation. None of our executive officers served as a director or member of the compensation committee of any entity that has one or more executive officers serving on our Board.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to combine these roles. Daniel Kunz serves as our Chairwoman and Chief Executive Officer. We believe it is in the best interest of the Company to have the Chairman and Chief Executive Officer roles combined due to our small size and limited resources.

Our Board of Directors is primarily responsible for overseeing our risk management processes. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The Board of Directors focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the Board’s appetite for risk. While the Board oversees our company, our company’s management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our Board leadership structure supports this approach.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the ownership, as of June 29, 2016, of our common stock by each of our directors, by all of our executive officers and directors as a group and by each person known to us who is the beneficial owner of more than 5% of any class of our securities. As of June 29, 2016, there were 12,768,602 shares of our common stock issued and outstanding. All persons named have sole or shared voting and investment control with respect to the shares, except as otherwise noted. The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this annual report.

Name and Address of Beneficial Owner (1)	Common Stock Beneficially Owned		Percentage of Common Stock (2)
Directors and Officers:
Daniel Kunz		2,186,184		17.0	%

Ryan Hart		314,124		2.5	%

Alexander Kunz		150,000		1.2	%

Roy Eiguren		100,000		0.8	%

Steven McGrath		108,000		0.8	%

All officers and directors as a group (five persons)		2,858,308		22.4	%

5% or more Shareholders

Fuse Capital, LLC 40 Hemlock Drive, Roslyn, NY, 11576		1,334,571		10.5	%

Gold Production Development Ass. 24 Elk Run Road, Boise, ID, 83716		655,600		5.1	%

Gold Tree Metals, LLC 2807 S. Military Trail, West Palm Beach, FL, 33415		1,200,000		9.4	%

	(1)	Except as otherwise indicated, the address of each beneficial owner is the Company’s address.

	(2)	Applicable percentage ownership is based on 12,768,602 shares of common stock outstanding as of June 29, 2016, together with securities exercisable or convertible into shares of common stock within 60 days of June 29, 2016, for each stockholder. Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of June 29, 2016, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Change of Control

As of the date of this report, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.

Item 13. Certain Relationships and Related Transactions, and Director Independence

As at March 31, 2016, we were indebted $65,039 to Daniel Kunz for advances made to us for the purpose of working capital. This loan has an interest of 10% per annum and is due December, 2016.

As at March 31, 2016, we were indebted $12,379 to Daniel Kunz for advances made to us for the purpose of working capital. This loan has an interest of 11% per annum and is due December 31, 2016.

As at March 31, 2016, we were indebted $12,867 to Fuse Capital, a shareholder for advances made to us for the purpose of working capital. This loan has an interest of 10% per annum and is due December 31, 2016.

As at March 31, 2016, we were indebted $3,507 to Ryan Hart for advances made to us for the purpose of working capital. This amount loan has an interest of 11% per annum and is due December 31, 2016. This loan was fully repaid on April 21, 2016 in the amount of $3,512.88.

Other than as described above, we have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of those persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last two fiscal years.

Related Person Transaction Policy

Our Board of Directors is responsible to approve all related party transactions. We have not adopted written policies and procedures specifically for related person transactions.

Director Independence

We currently use NASDAQ’s general definition for determining director independence, which states that “independent director” means a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, that, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of the director. Two of our current directors, Steven McGrath and Roy Eiguren, meet this definition of independence.

Item 14. Principal Accountant Fees and Services

Audit and Non-Audit Fees

The following table sets forth the fees for professional audit services and the fees billed for other services rendered by our auditors, Morgan & Company LLP Chartered Professional Accountants, in connection with the audit of our financial statements for the years ended March 31, 2016 and 2015, and any other fees billed for services rendered by our auditors during these periods.

	Year Ended March 31, 2016 ($)		Year Ended March 31, 2015 ($)
Audit fees		18,027		17,921
Audit-related fees		-		-
Tax fees		-		-
All other fees				750
Total		18,027		18,671

Since our inception, our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees at least annually. The Board, acting as the audit committee, pre-approved all audit related services for the year ended March 31, 2016.

PART IV

Item 15. Exhibits, Financial Statement Schedules

	Exhibit Number		Exhibit Description

	3.1		Articles of Incorporation (1)

	3.2		Articles of Amendment (2)

	3.3		Bylaws (1)

	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.

(1)	Incorporated herein by reference to exhibits to our registration statement on Form S-1 filed with the SEC on May 18, 2009.

(2)	Incorporated herein by reference to Exhibit 3.1 to our current report on Form 8-K filed with the SEC on January 23, 2014.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 5, 2016	GOLD TORRENT, INC.

	By:	/s/ Daniel Kunz
		Daniel Kunz
		Chief Executive Officer, (principal executive officer)

	By:	/s/ Alexander Kunz
		Alexander Kunz
		Chief Financial Officer (principal financial and accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature	Capacity	Date

/s/ Daniel Kunz	Chief Executive Officer,	July 5, 2016
Daniel Kunz	(Principal Executive Officer)

/s/ Alexander Kunz	Chief Financial Officer	July 5, 2016
Alexander Kunz	(Principal Financial and Accounting Officer)

/s/ Roy Eiguren	Director	July 5, 2016
Roy Eiguren

/s/ Steven McGrath	Director	July 5, 2016
Steven McGrath

/s/ Ryan Hart	Director	July 5, 2016
Ryan Hart

Attached files

Gold Torrent, Inc. Reports

Also read