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EX-32.1 - Nevada Canyon Gold Corp.ex32-1.htm
EX-31.1 - Nevada Canyon Gold Corp.ex31-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] quarterly REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: September 30, 2018

 

or

 

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

 

For the transition period from ______ to ______

 

Commission File No. 000-55600

 

NEVADA CANYON GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   46-5152859
(State or other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)

 

316 California Avenue, Suite 543    
Reno, NV   89509
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (888) 909-5548

 

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 preceding12 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§230.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes [X] No [  ]

 

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

 

Large accelerated filer [  ] Accelerated filer [  ]
   
Non-accelerated filer [  ] (Do not check if a smaller reporting company) Smaller reporting company [X]

 

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

 

Yes [  ] No [X]

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section l2, 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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of November 13, 2018, the number of shares outstanding of the issuer’s sole class of common stock, par value $0.0001 per share, is 44,550,000.

 

 

 

   
 

 

table of contents

 

  Page
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flow 5
Notes to the Interim Financial Statements 6
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations 9
Results of Operations 12
Off-Balance Sheet Arrangements 16
Item 3. Quantitative and Qualitative Disclosures about Market Risk 16
Item 4. Controls and Procedures 17
PART II — OTHER INFORMATION 17
Item 1. Legal Proceedings 17
Item 1A. Risk Factors 17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
Item 3. Defaults Upon Senior Securities 18
Item 4. Mine Safety Disclosures 18
Item 5. Other Information 18
Item 6. Exhibits 18
SignatureS 19

 

 2  

 

 

Nevada Canyon Gold Corp.

Balance Sheets

(Presented in US Dollars)

 

   September 30, 2018   December 31, 2017 
    (Unaudited)      
ASSETS          
Current Assets          
Cash  $1,954   $2,981 
Prepaid expenses   2,933    8,249 
    4,887    11,230 
           
Equity investment   810,452    1,338,547 
Mineral property interest   -    69,152 
TOTAL ASSETS  $815,339   $1,418,929 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities          
Accounts payable and accrued liabilities  $153,700   $150,800 
Related party advances   582,132    567,132 
Notes and advances payable   15,064    55,000 
    750,896    772,932 
           
Deferred tax liability   -    21,978 
Total liabilities   750,896    794,910 
           
Stockholders’ Equity          
Preferred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of September 30, 2018 and December 31, 2017   -    - 
Common Stock: Authorized 100,000,000 common shares, $0.0001 par, 44,550,000  issued and outstanding as of September 30, 2018 and December 31, 2017   4,455    4,455 
Additional paid in capital   522,645    522,645 
Other comprehensive loss   -    (652,722)
Retained earnings (deficit)   (462,657)   749,641 
    64,443    624,019 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $815,339   $1,418,929 

 

 3  

 

 

Nevada Canyon Gold Corp.

Statements of Operations

(Presented in US Dollars)

(Unaudited)

 

   For the three months ended
September 30,
   For the nine months ended
September 30,
 
   2018   2017   2018   2017 
                 
Operating expenses                    
Exploration expenses  $2,511   $3,223   $2,511   $32,515 
General and administrative expenses   3,113    4,085    14,784    14,915 
Professional fees   2,800    2,500    10,300    6,500 
Transfer agent and filing fees   2,508    5,842    11,712    9,818 
    (10,932)   (15,650)   (39,307)   (63,748)
                     
Other items                    
Consulting services   -    5,000    -    20,000 
Fair value loss on equity investments   (145,780)   -    (528,095)   - 
Gain (loss) on sale of mineral interest   (14,152)   2,262,519    (14,152)   2,262,519 
Net income (loss) before income taxes   (170,864)   2,251,869    (581,554)   2,218,771 
                     
Income tax                    
Deferred tax recovery   -    -    21,978    - 
Net income (loss)   (170,864)   2,251,869    (559,576)   2,218,771 
                     
Other comprehensive income                    
Fair value gain on equity investments   -    27,618    -    27,618 
Comprehensive income (loss)  $(170,864)  $2,279,487   $(559,576)  $2,246,389 
                     
Net income (loss) per common share - basic  $(0.00)  $0.05   $(0.01)  $0.05 
Net income (loss) per common share - diluted  $(0.00)  $0.05   $(0.01)  $0.05 
Weighted average number of common shares outstanding                    
Basic and diluted   44,550,000    44,050,000    44,550,000    44,050,000 

 

 4  

 

 

Nevada Canyon Gold Corp.

Statements of Cash Flow

(Presented in US Dollars)

(Unaudited)

 

   

For the nine months ended  

September 30,

 
    2018     2017  
OPERATING ACTIVITIES:                
Cash flows used in operating activities                
Net income (loss)   $ (559,576 )   $ 2,218,771  
Adjustment to reconcile net loss to net cash used by operating activities:                
Fair value loss on equity investments     528,095       -  
Deferred tax recovery     (21,978 )     -  
Loss (gain) on sale of mineral interest     14,152       (2,262,519 )
                 
Changes in operating assets and liabilities:                
Accounts payable and accrued liabilities     2,900       2,600  
Prepaid expenses     5,316       (981 )
Net cash used by operating activities     (31,091 )     (42,129 )
                 
INVESTING ACTIVITIES                
Acquisition of mineral property interest     -       (69,152 )
Net cash used by investing activities     -       (69,152 )
                 
FINANCING ACTIVITIES                
Advances from shareholders     15,000       9,000  
Notes and advances payable     15,064       55,000  
Net cash provided by financing activities     30,064       64,000  
                 
Net decrease in cash     (1,027 )     (47,281 )
Cash, at beginning     2,981       51,789  
Cash, at end   $ 1,954     $ 4,508  
                 
Supplemental cash flow information:                
Cash paid for interest   $ -     $ -  
Cash paid for income taxes   $ -     $ -  
                 
Significant non-cash transactions:                
Equity received for mineral property   $ -     $ 2,355,137  
Debt extinguished in exchange for mineral property   $ 55,000     $ -  
Fair value loss (gain) on equity investments   $ 528,095     $ (27,618 )

 

 5  

 

 

NEVADA CANYON GOLD CORP.

Notes to the Interim Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

(Unaudited)

 

NOTE 1 - NATURE OF BUSINESS

 

Nevada Canyon Gold Corp. (the “Company”) was incorporated under the laws of the state of Nevada on February 27, 2014. The Company is involved in acquiring and exploring mineral properties in Nevada.

 

Going Concern

 

The Company’s unaudited interim financial statements are prepared using accounting principles generally accepted in the United States of America (“US GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has only recently begun its exploration operations and has not generated or realized any revenues from these business operations. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

NOTE 2 - BASIS OF PRESENTATION

 

The unaudited interim financial statements of the Company have been prepared in accordance with US GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by US GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The unaudited interim financial statements should be read in conjunction with those financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine months ended September 30, 2018, are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and 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 except for the following:

 

In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-01 (ASU 2016-01) “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for annual reporting periods and interim periods within those years beginning after December 15, 2017. The most significant impact to the Company’s financial statements relates to the recognition and measurement of equity investments at fair value in the Company’s statement of operations. The adoption of ASU 2016-01 increases the volatility of the Company’s other income (expense) as a result of the remeasurement of its equity investment through net income/loss. On adoption of ASU 2016-01 on January 1, 2018, accumulated other comprehensive loss of $652,722 was reclassified to deficit.

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

Amounts due to related parties at September 30, 2018 and December 31, 2017:

 

   September 30, 2018   December 31, 2017 
Advances due to the Chief Executive Officer (“CEO”)  $170,132   $165,132 
Advances due to a company controlled by the CEO   120,000    120,000 
Advances due to a director   271,000    261,000 
Advances due to a major shareholder   21,000    21,000 
Related party advances  $582,132   $567,132 

 

Advances are non-interest bearing, unsecured and due on demand.

 

 6  

 

 

NOTE 4 – MINERAL PROPERTY INTERESTS

 

Garfield Flats Project

 

On June 7, 2017, the Company entered into an exploration lease and option agreement (the “Garfield Agreement”) with Goodsprings Development LLC (the “Vendor”), a Nevada limited liability corporation on the Garfield Flats Project (the “Garfield Property”), consisting of six Orsa Claims and six Lazy Claims totaling 240 acres. The term of the Garfield Agreement was ten years, and was subject to extension for two additional terms of ten years each.

 

In order to retain the rights to the exploration lease, the Company was required to make the following minimum annual payments:

 

   Minimum Payment 
Upon execution of the option agreement (the “Effective Date”)(paid)  $15,000 
First anniversary of the Effective Date (verbal extension granted)  $15,000 
Second and third anniversaries of the Effective Date  $20,000 
Fourth and fifth anniversaries of the Effective Date  $25,000 
Sixth and each succeeding anniversary of the Effective Date in perpetuity  $40,000 

 

In addition to the minimum annual payments, the Company agreed to pay the Vendor a 2% production royalty based on the gross returns from the production and sale of minerals from the Garfield Property.

 

At any time during the term of the Garfield Agreement the Company had a right to acquire 100% ownership of the Garfield Property for a one-time payment of $300,000 (the “Purchase Price”).

 

During the year ended December 31, 2017, the Company staked an additional 69 Orsa Claims and 75 Lazy Claims, with a total paid cost of $54,152. These claims were added to the Garfield Flats Project.

 

On July 11, 2018, the Company entered into a definitive purchase agreement with Walker River Resources (“WRR”) for the sale of the Garfield Agreement for cash consideration of $55,000 (the “Garfield Purchase Agreement”). In lieu of the cash consideration, WRR agreed to extinguish the $55,000 note payable the Company issued to WRR during its fiscal 2017. The mineral property interests associated with the Garfield Agreement as well as the note payable to WRR were therefore derecognized, and the Company recorded $14,152 as loss on the sale of its mineral property.

 

On August 2, 2017, the Company entered into an exploration lease agreement (the “Lazy Claims Agreement”) with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, to lease the Lazy Claims, consisting of three claims. These claims were added to the Garfield Flats Project. The term of the Lazy Claims Agreement is ten years, and is subject to extension for additional two consecutive 10-year terms. Full consideration of the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. The Company agreed to pay Tarsis a 2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of minerals from the Lazy Claims. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, the Company will not be required to pay a $2,000 annual minimum payment.

 

The Lazy Claims were excluded from the Garfield Purchase Agreement, and as such the Company continues to have a right to explore the Lazy Claims, and continues to have financial obligations specified under the Lazy Claims Agreement.

 

During the period ended September 30, 2018, the Company paid $2,511 for its mineral property interests, of which $2,000 represented annual minimum payment required under the Lazy Claims Agreement and $511 in annual mining claim fees, paid to the Bureau of Land Management.

 

NOTE 5 – EQUITY INVESTMENT

 

The Company has 9,100,000 common shares of WRR and warrants to acquire an additional 11,900,000 common shares (“WRR Warrant”).

 

Each WRR Warrant is exercisable for a period of five years without further consideration into one common share of WRR. The terms of the WRR Warrants contain a provision which prevents the Company to exercise any part of the WRR Warrants which would result in the Company owning 10% or more of the issued and outstanding shares of WRR.

 

 7  

 

 

At September 30, 2018, the fair market value of the equity investment was calculated to be $810,452 (2017 - $1,338,547) based on the market price of WRR common shares.

 

The revaluation of the equity investment in WRR resulted in a loss of $528,095 (2017 – gain of $27,618) for the nine months ended September 30, 2018.

 

NOTE 6 – NOTES AND ADVANCES PAYABLE

 

During the nine-month period ended September 30, 2018, pursuant to Garfield Purchase Agreement (Note 4) the Company derecognized $55,000 non-interest bearing, unsecured advance payable to WRR in lieu of cash payment for the Garfield Property.

 

During the nine-month period ended September 30, 2018, the Company received $15,064 from an arm’s length party as an advance for its operating activities. The advance is non-interest bearing, unsecured and due on demand.

 

 8  

 

 

 

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

 

Forward Looking Statements

 

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (collectively, the “Reform Act”). The Reform Act provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements, other than statements of historical fact that we make in this Quarterly Report on Form 10-Q are forward-looking. The words “anticipates,” “believes,” “expects,” “intends,” “will continue,” “estimates,” “plans,” “projects,” the negative of these terms and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean the statement is not forward-looking.

 

Forward-looking statements involve risks, uncertainties or other factors which may cause actual results to differ materially from the future results, performance or achievements expressed or implied by the forward-looking statements. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Certain risks, uncertainties or other important factors are detailed in this Quarterly Report on Form 10-Q and may be detailed from time to time in other reports we file with the Securities and Exchange Commission, including on Forms 8-K and 10-K.

 

Examples of forward looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our expectations regarding our ability to generate operating cash flows and to fund our working capital and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our future products, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include:

 

  management’s plans, objectives and budgets for its future operations and future economic performance;
  capital budget and future capital requirements;
  meeting future capital needs;
  our dependence on management and the need to recruit additional personnel;
  limited trading for our common stock;
  the level of future expenditures;
  impact of recent accounting pronouncements;
  the outcome of regulatory and litigation matters; and
  the assumptions described in this report underlying such forward-looking statements.

 

Actual results and developments may materially differ from those expressed in, or implied by, such statements due to a number of factors, including:

 

  those described in the context of such forward-looking statements;
  future product development and marketing costs;
  the markets of our domestic operations;
  the impact of competitive products and pricing;
  the political, social and economic climate in which we conduct operations; and
  the risk factors described in other documents and reports filed with the Securities and Exchange Commission, including our Registration Statement on Form S-1/A (SEC File No. 333-196075).

 

 9  

 

 

We operate in a very competitive environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. We believe these forward-looking statements are reasonable. However, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to update publicly any of them in light of new information or future events.

 

The following is management’s discussion and analysis of financial condition and results of operations and is provided as a supplement to the accompanying unaudited condensed interim financial statements and notes to help provide an understanding of our financial condition, results of operations and cash flows during the periods included in the accompanying unaudited condensed interim financial statements.

 

In this Quarterly Report on Form 10-Q, “Company,” “the Company,” “us,” and “our” refer to Nevada Canyon Gold Corp., a Nevada corporation, unless the context requires otherwise.

 

We intend the following discussion to assist in the understanding of our financial position and our results of operations for the three and nine months ended September 30, 2018 and 2017. You should refer to the Financial Statements and related Notes in conjunction with this discussion.

 

General

 

We were incorporated under the laws of the state of Nevada on February 27, 2014. We are involved in acquiring and exploring mineral properties in Nevada, however, as of the date of this Quarterly Report of Form 10-Q we have not generated or realized any revenues from these business operations.

 

We were a party to an exploration agreement (the “Agreement”) with an option to form a joint venture with Walker River Resources Corp. (“WRR”) on its wholly-owned Lapon Canyon Gold Project (“Lapon Canyon Project”, or “the Property”) located approximately 40 miles southeast of Yerington, Nevada. The Agreement did not grant us an interest in or to the Property, or any equity interest in WRR, but rather, granted us the right to earn up to an undivided 50% interest in the Property by incurring eligible expenditures of $500,000 (over a two-year period) in exploration and other expenses required to carry out a work program established and operated by WRR on the Property (the “Eligible Expenses”).

 

On July 5, 2017, we entered into a property purchase agreement (the “Purchase Agreement”) with WRR on the Lapon Canyon Project. Under the terms of the Purchase Agreement WRR agreed to buy back our 30% interest in the Lapon Canyon Project, which was prorated based on the amount of eligible expenditures we’ve incurred as of that date, in exchange for 9,100,000 common shares of WRR and warrants to acquire an additional 11,900,000 common shares (the “WRR Warrants”). Each warrant is exercisable for a period of five years without further consideration into one common share in the capital of WRR. The terms of the warrants contain a provision which prevents us from exercising any warrants which would result in us owning 10% or more of the issued and outstanding shares of WRR. Closing of the Purchase Agreement was subject to the acceptance of the TSX Venture Exchange, which was received on July 17, 2017.

 

On June 7, 2017, we entered into an exploration lease and option to purchase agreement (the “Garfield Agreement”) with Goodsprings Development LLC (“Goodsprings”), a Nevada limited liability corporation on the Garfield Flats Project (the “Garfield Property”), consisting of six Orsa Claims and six Lazy Claims totaling 240 acres located in sections 27 and 28 of T 7 N, R 32 E, Mineral County, Nevada about 18 miles southeast of the town of Hawthorne. The term of the Garfield Agreement was ten years, and was subject to extension for two additional terms of ten years each.

 

During our Fiscal 2017, we staked an additional 69 Orsa Claims and 75 Lazy Claims, with a total paid cost of $54,152. These claims were added to the Garfield Flats Project.

 

 10  

 

 

On July 11, 2018, we entered into a definitive purchase agreement with WRR for the sale of the Garfield Agreement. Full consideration for the Garfield Agreement consisted of a one-time cash payment of $55,000 (the “Cash Consideration”). In lieu of the Cash Consideration, WRR agreed to extinguish the $55,000 note payable the Company issued to WRR during its fiscal 2017. This transaction resulted in a loss from the sale of mineral interest of $14,152.

 

On August 2, 2017, we entered into an exploration lease agreement (the “Lazy Claims Agreement”) with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, to lease rights to three additional Lazy claims totaling 60 acres and located in the vicinity of the Garfield Property. The term of the Lazy Claims Agreement is ten years, and is subject to extension for an additional two consecutive 10-year terms. Full consideration of the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, which we paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. We agreed to pay Tarsis a 2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of minerals from the Lazy Claims Property. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, we will not be required to pay a $2,000 annual minimum payment. As of the date of this Quarterly Report on Form 10-Q, we retain our leasing rights to Lazy Claims.

 

Critical Accounting Policies and Estimates

 

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our unaudited condensed interim financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing and investing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our unaudited condensed interim financial statements include estimates as to the appropriate carrying value of certain assets and liabilities, which are not readily apparent from other sources.

 

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited interim financial statements for the three and nine months ended September 30, 2018, together with notes thereto, which are included in this Quarterly Report on Form 10-Q, as well as our most recent audited financial statements on Form 10-K for the year ended December 31, 2017.

 

 11  

 

 

Results of Operations

 

Three and nine months ended September 30, 2018, compared to the three and nine months ended September 30, 2017:

 

   Three months ended September 30,   Changes between the   Nine months ended September 30,   Changes between the 
   2018   2017   periods   2018   2017   periods 
                         
Operating expenses                              
Exploration expenses   2,511    3,223    (712)   2,511    32,515    (30,004)
General and administrative expenses   3,113    4,085    (972)   14,784    14,915    (131)
Professional fees   2,800    2,500    300    10,300    6,500    3,800 
Transfer agent and filing fees   2,508    5,842    (3,334)   11,712    9,818    1,894 
Total operating expenses   (10,932)   (15,650)   (4,718)   (39,307)   (63,748)   (24,441)
Other items                              
Consulting services   -    5,000    (5,000)   -    20,000    (20,000)
Fair value loss on equity investments   (145,780)   -    (145,780)   (528,095)   -    (528,095)
Gain (loss) on sale of mineral interest   (14,152)   2,262,519    (2,276,671)   (14,152)   2,262,519    (2,276,671)
Net income (loss) before income taxes   (170,864)   2,251,869    (2,422,733)   (581,554)   2,218,771    (2,800,325)
Deferred tax recovery   -    -    -    21,978    -    21,978 
Net income (loss)  $(170,864)  $2,251,869   $(2,422,733)  $(559,576)  $2,218,771   $(2,800,325)

 

Revenues. We had no revenues for the three and nine months ended September 30, 2018 and 2017. Due to the exploration rather than the production nature of our business, we do not expect to have significant operating revenue in the foreseeable future.

 

Operating expenses. Our operating expenses include exploration expenses, general and administrative expenses, professional fees and transfer agent and filing fees. During the three-month period ended September 30, 2018, our operating expenses decreased by $4,718, or 30%, to $10,932 for the three months then ended, compared to $15,650 for the comparable period in 2017. This change was mainly associated with reduced transfer agent and filing fees, which have decreased by $3,334 to $2,508 for the three-month period ended September 30, 2018, as compared to $5,842 we incurred during the three months ended September 30, 2017, this decrease resulted from expiry of our annual listing on OTCQB, as we decided not to renew the listing for the upcoming year. In addition, our exploration expenses decreased by $712 to $2,511 we spent on exploration during the three months ended September 30, 2018, as compared to $3,223 we spent on exploration during the comparative period in our Fiscal 2017, and our general and administrative fees decreased by $972 to $3,113 during the three months ended September 30, 2018, as compared to $4,085 we incurred during our Fiscal 2017. The decreases in the above expenses were in part offset by $300 increase to our professional fees, which amounted to $2,800 during the three-month period ended September 30, 2018.

 

During the nine-month period ended September 30, 2018, our operating expenses decreased by $24,441, or 38%, to $39,307 for the nine months ended September 30, 2018, as compared to $63,748 for the comparable period in our Fiscal 2017. This change was mainly associated with decrease in our exploration expenses of $30,004 to $2,511 we incurred during the nine-month period ended September 30, 2018, as compared to $32,515 we spent on exploration during the nine months ended September 30, 2017. The decrease in exploration expenses was offset by $3,800 increase to our professional fees, and $1,894 increase to the transfer agent and filing fees which resulted from our uplisting from OTCPink marketplace to OTCQB.

 

Other items. During the three months ended September 30, 2018, we recognized $145,780 loss on fair value of equity investments, which resulted from revaluation of WRR Shares and WRR Warrants we received in exchange for our 30% interest in Lapon Canyon Gold Property. The loss resulted mainly from the decrease in market price of WRR’s common stock from CAD$0.06 per share at June 30, 2018, to CAD$0.05 per share at September 30, 2018, which was in part offset by fluctuation of exchange rates between the US and Canadian dollars. During the same time, we recorded $14,152 loss on sale of our Garfield project to WRR.

 

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During the three months ended September 30, 2017, we received $5,000 for consulting services from an arm’s length party; we did not have any income from similar services during the three months ended September 30, 2018. In addition, we recorded $2,262,519 gain from the sale of our 30% interest in the Lapon Canyon Gold Property to WRR in exchange for 9,100,000 common shares and warrants to acquire an additional 11,900,000 common shares of WRR.

 

During the nine months ended September 30, 2018, we recognized $528,095 loss on fair value of equity investments, which resulted from revaluation of WRR Shares and WRR Warrants we received in exchange for our 30% interest in Lapon Canyon Gold Property. The loss resulted mainly from the decrease in market price of WRR’s common stock from CAD$0.08 per share at December 31, 2017, to CAD$0.05 per share at September 30, 2018, which was in part offset by fluctuation of exchange rates between the US and Canadian dollars. In addition, we recorded $14,152 loss on sale of our Garfield project to WRR.

 

During the nine months ended September 30, 2017, we received $20,000 for consulting services from an arm’s length party; we did not have any income from similar services during the nine months ended September 30, 2018. In addition, at September 30, 2017 we recorded $2,262,519 gain from the sale of our 30% interest in the Lapon Canyon Gold Property to WRR in exchange for 9,100,000 common shares and warrants to acquire an additional 11,900,000 common shares of WRR.

 

Income taxes. During the nine-month period ended September 30, 2018, we recorded $21,978 as recovery of deferred tax liability associated with the decrease in fair market value of WRR shares.

 

Net and comprehensive loss. At September 30, 2018, we recorded net loss of $170,864 for the three-month period then ended, as compared to net income of $2,279,487 for the three-month period ended September 30, 2017. The overall decrease in our net income resulted from the decrease in our gains from sale of mineral assets, as well as revaluation of WRR Shares and WRR Warrants, which, during the three-month period ended September 30, 2017, resulted in $27,618 gain on fair value of equity investments. The gain resulted mainly from the fluctuation of exchange rates between the US and Canadian dollars.

 

Our net loss for the nine-month period ended September 30, 2018 was $559,576, as compared to net income of $2,246,389 for the nine-month period ended September 30, 2017. The overall decrease in our net income resulted from the decrease in our gains from sale of mineral assets, as well as revaluation of WRR Shares and WRR Warrants, which, during the nine-month period ended September 30, 2017, resulted in $27,618 gain on fair value of equity investments. The gain resulted mainly from the fluctuation of exchange rates between the US and Canadian dollars.

 

Liquidity and Capital Resources

 

   September 30, 2018   December 31, 2017 
         
Current assets  $4,887   $11,230 
Current liabilities   750,896    772,932 
Working capital deficit  $(746,009)  $(761,702)

 

As of September 30, 2018, we had a cash balance of $1,954, and working capital deficit of $746,009 with cash flows used in operations totaling $31,091 for the period then ended. During the nine months ended September 30, 2018, our operations were funded with $15,000 non-interest bearing advance we received from our director and $15,064 non-interest bearing advance we received from an arm’s length party.

 

We did not generate sufficient cash flows from our operating activities to satisfy our cash requirements for the nine-month period ended September 30, 2018. There is no assurance that we will be able to generate sufficient cash from our operations to repay the amounts owing under the advances payable, or to support our exploration program. If we are unable to generate sufficient cash flow from our operations to repay the amounts owing when due, we may be required to raise additional financing from other sources.

 

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To provide us with the necessary capital to accomplish our plan of operation we intend to seek additional financing in the form of equity or debt. There can be no assurance that we will be successful in our efforts to raise additional capital.

 

Cash Flow

 

   Nine Months Ended September 30, 
   2018   2017 
Cash flows used in operating activities  $(31,091)  $(42,129)
Cash flows used in investing activities   -    (69,152)
Cash flows provided by financing activities   30,064    64,000
Net decrease in cash during the period  $(1,027)  $(47,281)

 

Net cash used in operating activities: Our net cash used in operating activities decreased by $11,038, or 26%, to $31,091 for the nine months ended September 30, 2018, compared with $42,129 for the comparable period in 2017. During the nine months ended September 30, 2018, we used $39,307 to cover our cash operating costs. This use of cash was offset by $2,900 increase in our accounts payable and by $5,316 decrease in our prepaid expenses.

 

Our net cash used in operating activities decreased by $193,662, or 82%, to $42,129 for the nine months ended September 30, 2017, compared with $235,791 for the comparable period in 2016. During the nine months ended September 30, 2017, we used $43,748 to cover our cash operating costs and $981 to increase our prepaid expenses. These uses of cash were offset by $2,600 increase in amounts payable to our vendors.

 

Certain non-cash transactions: During the nine months ended September 30, 2018, our operating expenses included $528,095 loss we recognized on revaluation of fair value of equity investments associated with WRR Shares and WRR Warrants we received in exchange for our 30% interest in Lapon Canyon Gold Property, $21,978 deferred tax recovery associated with the decrease in fair market value of WRR shares, and $14,152 loss on sale of our Garfield Project.

 

During the nine months ended September 30, 2017, our operating costs included $2,262,519 gain from the sale of our 30% interest in the Lapon Canyon Gold Property to WRR in exchange for 9,100,000 common shares and warrants to acquire an additional 11,900,000 common shares of WRR.

 

Net cash used in investing activities: During the nine-month period ended September 30, 2018, we did not have any investing transactions that would have effected our cash flows.

 

During the nine months ended September 30, 2017, we paid $15,000 as an initial payment to acquire Garfield Property pursuant to our exploration lease and option to purchase agreement with Goodsprings Development LLC. In addition, we paid $54,152 to acquire an additional 69 Orsa Claims and 75 Lazy Claims in the vicinity of our Garfield Flats Project.

 

Net cash provided by financing activities: Our net cash provided by financing activities decreased by $33,936, or 53%. During the nine months ended September 30, 2018, we received $10,000 in non-interest bearing advance from our director and $5,000 in non-interest bearing advance from our CEO and President. During the same period we received $15,064 in non-interest bearing advance from an arm’s length party.

 

Our net cash provided by financing activities decreased by $240,494, or 79%. During the nine-month period ended September 30, 2017, we received $55,000 non-interest bearing advance from an arm’s length party; in addition, we advanced $9,000 from our directors (net of $5,000 repayment of prior reimbursable expenses). All advances are interest free and due on demand.

 

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Going Concern

 

At September 30, 2018, we had a working capital deficit of $746,009 and cash on hand of $1,954, which is not sufficient enough to carry out our current plan of operation. Our capital assets include equity investment in WRR shares and warrants, which we can use as a source of additional cash inflow, should we decide to sell all or part of our investment. In addition, we are actively pursuing other means of financing our operations through additional equity and/or debt financing. There can be no assurance that we will be able to procure funds sufficient to support our day-to-day operations and exploration programs. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders’ investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders.

 

Deferred Tax Liability

 

At December 31, 2017, we had $21,978 in deferred tax liability associated with our equity investment in WRR as a result of the sale of our 30% interest in Lapon Canyon Gold Project to WRR. At September 30, 2018, the decrease in fair market value of WRR shares, resulted in full recovery of deferred tax liability.

 

Impact of Inflation

 

We believe that inflation has had a negligible effect on operations over the past fiscal quarter.

 

Capital Expenditures

 

The Company expended no amounts on capital expenditures for the nine months ended September 30, 2018.

 

Unproved Mineral Properties

 

As of the date of this quarterly report on Form 10-Q, our mineral interests are represented by Lazy Claims Property under an exploration lease agreement with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, dated for reference August 2, 2017, (the “Lazy Claims Agreement”). The Lazy Claims Agreement grants us a right to conduct exploratory work for minerals on three Lazy Claims totaling 60 acres and located in Mineral County, Nevada about 18 miles southeast of the town of Hawthorne (the “Lazy Claims”).

 

The term of the Lazy Claims Agreement is ten years, and is subject to extension for an additional two consecutive 10-year terms. Full consideration of the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, which we paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. We agreed to pay Tarsis a 2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of minerals from the Lazy Claims Property. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, we will not be required to pay a $2,000 annual minimum payment.

 

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Garfield Flats Project

 

On June 7, 2017, we entered into an exploration lease and option to purchase agreement (the “Garfield Agreement”) with Goodsprings Development LLC (“Goodsprings”), a Nevada limited liability corporation on the Garfield Flats Project (the “Garfield Property”), consisting of 12 claims totaling 240 acres located in sections 27 and 28 of T 7 N, R 32 E, Mineral County, Nevada about 18 miles southeast of the town of Hawthorne. The term of the Garfield Agreement was ten years, and was subject to extension for two additional terms of ten years each.

 

In order to retain the rights to the exploration lease, we were required to make the following minimum annual payments:

 

   Minimum Payment 
Upon execution of the option agreement (the “Effective Date”)(paid)  $15,000 
First anniversary of the Effective Date  $15,000 
Second and third anniversaries of the Effective Date  $20,000 
Fourth and fifth anniversaries of the Effective Date  $25,000 
Sixth and each succeeding anniversary of the Effective Date in perpetuity  $40,000 

 

In addition to the minimum annual payments, we agreed to pay Goodsprings a 2% production royalty based on the gross returns from the production and sale of minerals from the Garfield Property.

 

At any time during the term of the Agreement we retained a right to acquire 100% ownership of the Garfield Property for a one-time payment of $300,000 (the “Purchase Price”). The minimum annual payments paid by us to Goodsprings, could not be applied or credited against the Purchase Price, however, once the option to acquire the Garfield Property was exercised, the minimum annual payments were to be credited against the production royalties payable.

 

During our Fiscal 2017, we staked an additional 69 Orsa Claims and 75 Lazy Claims, with a total paid cost of $54,152. We added these claims to the Garfield Flats Project.

 

On July 11, 2018, we entered into a definitive purchase agreement with WRR for the sale of the Garfield Agreement. Full consideration for the Garfield Agreement consisted of a one-time cash payment of $55,000 (the “Cash Consideration”). In lieu of the Cash Consideration, WRR agreed to forgive the $55,000 note payable the Company issued to WRR during its fiscal 2017. We recorded $14,152 loss from the sale of Garfield Property.

 

Off-Balance Sheet Arrangements

 

None.

 

Use of Estimates

 

Areas where significant estimation judgments are made and where actual results could differ materially from these estimates are the carrying value of certain assets and liabilities which are not readily apparent from other sources and the classification of net operating loss and tax credit carry forwards.

 

We evaluate impairment of our long-lived assets by applying the provisions of SFAS No. 144. In applying those provisions, we have not recognized any impairment charge on our long-lived assets during the nine months ended September 30, 2018.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

 

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Item 4. Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

We conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer, who is also our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer, who is also our Chief Financial Officer, concluded that our disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report on Form 10-Q were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

 

(b) Changes in Internal Controls over Financial Reporting

 

During the nine-month period ended September 30, 2018, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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

 

Inherent Limitations of Internal Controls

 

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

 

  pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
     
  provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
     
  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

 

Management does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

 

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

 

Item 6. Exhibits

 

  (a) The following exhibits are filed with this quarterly report on Form 10-Q or are incorporated herein by reference:

 

Exhibit Number   Description
     
10.01.1   Definitive Agreement, dated December 17, 2015 (1)
10.01.2   Exploration and Option Agreement, dated September 15, 2015 (1)
10.02   Exploration Lease and Option to Purchase Agreement, dated June 7, 2017 (2)
10.03   Option Purchase Agreement, dated July 5, 2017 (3)
10.04   Exploration Lease Agreement, dated August 2, 2017 (4)
10.05   Definitive Purchase Agreement dated July 11, 2018 (5)
31.1   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
32.1   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.
101.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 Extension Presentation Linkbase.

 

  (1) Incorporated by reference herein from the Form 8-K filed by the Company on December 22, 2015.
  (2) Incorporated by reference herein from the Form 8-K filed by the Company on June 8, 2017.
  (3) Incorporated by reference herein from the Form 8-K filed by the Company on July 7, 2017.
  (4) Incorporated by reference herein from the Form 8-K filed by the Company on August 7, 2017.
  (5) Incorporated by reference herein from the Form 8-K filed by the Company on July 12, 2018.
  * Filed herewith.

 

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SignatureS

 

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

 

  NEVADA CANYON GOLD CORP.
   
November 13, 2018 /s/ Jeffrey A. Cocks
  Jeffrey A. Cocks
 

Chairman and Chief Executive Officer

(Principal Executive Officer) and Chief Financial Officer

(Principal Accounting Officer)

 

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