10-Q

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: June 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 July 30, 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	8
Results of Operations	11
Off-Balance Sheet Arrangements	15
Item 3. Quantitative and Qualitative Disclosures about Market Risk	15
Item 4. Controls and Procedures	15
PART II — OTHER INFORMATION	16
Item 1. Legal Proceedings	16
Item 1A. Risk Factors	16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3. Defaults Upon Senior Securities	16
Item 4. Mine Safety Disclosures	16
Item 5. Other Information	16
Item 6. Exhibits	17
SignatureS	18

2

Nevada Canyon Gold Corp.

Balance Sheets

(Presented in US Dollars)

	June 30, 2018			December 31, 2017
	(Unaudited)
ASSETS
Current Assets
Cash	$	1,730		$	2,981
Prepaid expenses		3,869			8,249
		5,599			11,230
Equity investment		956,233			1,338,547
Mineral property interest		69,152			69,152
TOTAL ASSETS	$	1,030,984		$	1,418,929
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	158,545		$	150,800
Related party advances		582,132			567,132
Notes and advances payable		55,000			55,000
		795,677			772,932
Deferred tax liability		-			21,978
Total Liabilities		795,677			794,910
Stockholders’ Equity
Preferrred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of June 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 June 30, 2018 and December 31, 2017		4,455			4,455
Additional paid in capital		522,645			522,645
Accumulated other comprehensive loss		-			(652,722	)
Retained earnings (deficit)		(291,793	)		749,641
		235,307			624,019
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,030,984		$	1,418,929

The accompanying notes are an integral part of these unaudited interim financial statements

3

Nevada Canyon Gold Corp.

Statements of Operations

(Presented in US Dollars)

(Unaudited)

	For the three months ended June 30,						For the six months ended June 30,
	2018			2017			2018			2017
Operating expenses
Exploration expenses	$	-		$	9,284		$	-		$	29,292
General and administrative expenses		8,228			5,885			11,671			10,830
Professional fees		6,000			1,500			7,500			4,000
Transfer agent and filing fees		4,220			1,875			9,204			3,976
		(18,448	)		(18,544	)		(28,375	)		(48,098	)
Other items
Consulting services		-			15,000			-			15,000
Fair value loss on equity investments		(19,293	)		-			(382,315	)		-
Deferred tax recovery		-			-			21,978			-
Net and comprehensive loss	$	(37,741	)	$	(3,544	)	$	(388,712	)	$	(33,098	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted average number of common shares outstanding; Basic and diluted		44,550,000			44,050,000			44,550,000			44,050,000

The accompanying notes are an integral part of these unaudited interim financial statements

4

Nevada Canyon Gold Corp.

Statements of Cash Flow

(Presented in US Dollars)

(Unaudited)

	For the six months ended June 30,
	2018			2017
OPERATING ACTIVITIES
Cash flows used in operating activities
Net loss	$	(388,712	)	$	(33,098	)
Adjustment to reconcile net loss to net cash used by operating activities
Fair value loss on equity investments		382,315			-
Deferred tax recovery		(21,978	)		-
Changes in operating assets and liabilities
Accounts payable		7,744			(2,158	)
Prepaid expenses		4,380			8,005
Net cashed used by operating activities		(16,251	)		(27,251	)
INVESTING ACTIVITIES
Acquisition of mineral property interest		-			(15,000	)
Net cash used by investing activities		-			(15,000	)
FINANCING ACTIVITIES
Advances from shareholders		15,000			(5,000	)
Net cash provided by (used in) financing activities		15,000			(5,000	)
Net decrease in cash		(1,251	)		(47,251	)
Cash, at beginning		2,981			51,789
Cash, at end	$	1,730		$	4,538
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

The accompanying notes are an integral part of these unaudited interim financial statements

5

NEVADA CANYON GOLD CORP.

Notes to the Interim Financial Statements

For the Three and Six Months Ended June 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 six months ended June 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 June 30, 2018 and December 31, 2017:

	June 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 is ten years, and is subject to extension for two additional terms of ten years each.

In order to retain the rights to the exploration lease, the Company is 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 has 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 the Company to the Vendor, cannot be applied or credited against the Purchase Price, however, once the Company exercises its option to acquire the Garfield Property, the minimum annual payments shall be credited against the production royalties payable.

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.

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.

During the six-month period ended June 30, 2018, the Company did not incur any expenses associated with its mineral property interests.

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 mineral property interests associated with the Garfield Agreement will therefore be derecognized subsequent to the period ended June 30, 2018.

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.

At June 30, 2018, the fair market value of the equity investment was calculated to be $956,233 (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 $382,315 (2017 - $nil) for the six months ended June 30, 2018.

NOTE 6 – SUBSEQUENT EVENT

On July 11, 2018, the Company entered into a definitive purchase agreement with WRR for the sale of the Garfield Agreement (Note 4). Full consideration for the Garfield Agreement consists 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 Walker River Resources Corp. during its fiscal 2017. The note payable was due on demand and did not accumulate any interest.

7

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).

8

We operate in a very competitive and rapidly changing 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 six months ended June 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 on 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 is ten years, and is 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.

On July 11, 2018, the Company entered into a definitive purchase agreement with WRR for the sale of the Garfield Agreement. Full consideration for the Garfield Agreement consists 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 we issued to WRR during its fiscal 2017.

9

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, the Company retains its 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 six months ended June 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.

10

Results of Operations

Three and six months ended June 30, 2018, compared to the three and six months ended June 30, 2017:

	Three months ended June 30,						Changes between the			Six months ended June 30,						Changes between the
	2018			2017			periods			2018			2017			periods
Operating expenses
Exploration expenses		-			9,284			(9,284	)		-			29,292			(29,292	)
General and administrative expenses		8,228			5,885			2,343			11,671			10,830			841
Professional fees		6,000			1,500			4,500			7,500			4,000			3,500
Transfer agent and filing fees		4,220			1,875			2,345			9,204			3,976			5,228
Total operating expenses		(18,448	)		(18,544	)		(96	)		(28,375	)		(48,098	)		(19,723	)
Other items
Consulting services		-			15,000			(15,000	)		-			15,000			(15,000	)
Fair value loss on equity investments		(19,293	)		-			19,293			(382,315	)		-			382,315
Deferred tax recovery		-			-			-			21,978			-			21,978
Net and comprehensive loss	$	(37,741	)	$	(3,544	)	$	34,197		$	(388,712	)	$	(33,098	)	$	355,614

Revenues. We had no revenues for the three and six months ended June 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 June 30, 2018, our operating expenses decreased by $96, or 1%, to $18,448 for the three months then ended, compared to $18,544 for the comparable period in 2017. This change was mainly associated with absence of the exploration expenses as compared to $9,284 we spent on exploration during the three months ended June 30, 2017, as the drilling program we carried out on the Lapon Canyon claims (the “Exploration Program”), which was required under our Agreement with WRR to earn a 50% interest in a joint venture, was completed in our Fiscal 2016, and the exploration program on the Garfield Property was terminated in response to our negotiations on the definitive purchase agreement with WRR for the sale of the Garfield Agreement, which was finalized on July 11, 2018. The decrease in exploration expenses was offset by $4,500 increase to our professional fees, and $2,343 increase to the general and administrative expenses. Our transfer agent and filing fees have increased by $2,345 to $4,220 for the three-month period ended June 30, 2018, as compared to $1,875 we incurred during the three months ended June 30, 2017, this increase resulted from our uplisting from OTCPink marketplace to OTCQB.

During the six-month period ended June 30, 2018, our operating expenses decreased by $19,723, or 41%, to $28,375 for the six months ended June 30, 2018, as compared to $48,098 for the comparable period in 2017. This change was mainly associated with absence of the exploration expenses as compared to $29,292 we spent on exploration during the six months ended June 30, 2017, as the Exploration Program, which was required under our Agreement with WRR to earn a 50% interest in a joint venture, was completed in our Fiscal 2016, and the exploration program on the Garfield Property was terminated in response to our negotiations on the definitive purchase agreement with WRR for the sale of the Garfield Agreement, which was finalized on July 11, 2018. The decrease in exploration expenses was offset by $3,500 increase to our professional fees, and $841 increase to the general and administrative expenses. Our transfer agent and filing fees have increased by $5,228 to $9,204 for the six-month period ended June 30, 2018, as compared to $3,976 we incurred during the six months ended June 30, 2017, this increase resulted from our uplisting from OTCPink marketplace to OTCQB.

Other items. During the three months ended June 30, 2018, we recognized $19,293 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 from fluctuation of exchange rates between the US and Canadian dollars, as the market price of WRR’s common stock did not change from March 31, 2018 as compared to June 30, 2018. In addition, during the three months ended June 30, 2017, we received $15,000 for consulting services from an arms-length party; we did not have any income from similar services during the three months ended June 30, 2018.

11

During the six months ended June 30, 2018, we recognized $382,315 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/share at December 31, 2017, to CAD$0.06/share at June 30, 2018, and to a small extent from fluctuation of exchange rates between the US and Canadian dollars. During the same period we recorded $21,978 as recovery of deferred tax liability associated with the decrease in fair market value of WRR shares. In addition, during the six months ended June 30, 2017, we received $15,000 for consulting services from an arms-length party; we did not have any income from similar services during the six months ended June 30, 2018.

Net and comprehensive loss. At June 30, 2018, we recorded net loss of $37,741 for the three-month period then ended, as compared to net loss of $3,544 for the three-month period ended June 30, 2017. The overall increase in our net loss resulted from the revaluation of WRR Shares and WRR Warrants as more thoroughly described in “Results of Operations; Other items”, which was in part offset by decrease in our operating expenses.

Our net loss for the six-month period ended June 30, 2018 was $388,712, as compared to net loss of $33,098 for the six-month period ended June 30, 2018. The overall increase in our net loss resulted from the revaluation of WRR Shares and WRR Warrants as more thoroughly described in “Results of Operations; Other items”, which was in part offset by decrease in our operating expenses.

Liquidity and Capital Resources

	June 30, 2018			December 31, 2017
Current assets	$	5,599		$	11,230
Current liabilities		795,677			772,932
Working capital deficit	$	(790,078	)	$	(761,702	)

As of June 30, 2018, we had a cash balance of $1,730, and working capital deficit of $790,078 with cash flows used in operations totaling $16,251 for the period then ended. During the six months ended June 30, 2018, our operations were funded with $15,000 non-interest bearing advances we received from our director and from our President and CEO.

We did not generate sufficient cash flows from our operating activities to satisfy our cash requirements for the six-month period ended June 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.

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.

12

Cash Flow

	Six Months Ended June 30,
	2018			2017
Cash flows used in operating activities	$	(16,251	)	$	(27,251	)
Cash flows used in investing activities		-			(15,000	)
Cash flows provided by (used in) financing activities		15,000			(5,000	)
Net decrease in cash during the period	$	(1,251	)	$	(47,251	)

Net cash used in operating activities: Our net cash used in operating activities decreased by $11,000, or 40%, to $16,251 for the six months ended June 30, 2018, compared with $27,251 for the comparable period in 2017. During the six months ended June 30, 2018, we used $28,375 to cover our cash operating costs. This use of cash was offset by $7,744 increase in our accounts payable and accrued liabilities and by $4,380 decrease in our prepaid expenses.

Our net cash used in operating activities decreased by $55,238, or 67%, to $27,251 for the six months ended June 30, 2017, compared with $82,489 for the comparable period in 2016. During the six months ended June 30, 2017, we used $33,098 to cover our cash operating costs and $2,158 to decrease amounts payable to our vendors. These uses of cash were offset by $8,005 decrease in our prepaid expenses.

Certain non-cash transactions: During the six months ended June 30, 2018, our operating expenses included $382,315 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, and $21,978 deferred tax recovery associated with the decrease in fair market value of WRR shares.

We did not incur any non-cash transactions that would have affected our net and comprehensive loss during the six-month period ended June 30, 2017.

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

During the six months ended June 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.

Net cash provided by financing activities: Our net cash provided by financing activities increased by $20,000, or 400%. During the six months ended June 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 six months ended June 30, 2017, we repaid $5,000 in advances we received from our CEO and President during our Fiscal 2016.

Going Concern

At June 30, 2018, we had a working capital deficit of $790,078 and cash on hand of $1,730, 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.

13

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 June 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 six months ended June 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.

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 is ten years, and is 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 as exercised, the minimum annual payments were to be credited against the production royalties payable.

14

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 extinguish the $55,000 note payable the Company issued to WRR during its fiscal 2017.

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 six months ended June 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.

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 six-month period ended June 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.

15

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.

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.

16

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.

17

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.
July 30, 2018	/s/ Jeffrey A. Cocks
	Jeffrey A. Cocks
	Chairman and Chief Executive Officer (Principal Executive
	Officer) and Chief Financial Officer (Principal Accounting Officer)

18

EX-31.1

CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey A. Cocks, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Nevada Canyon Gold Corp. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements and other financial information included in this quarterly report fairly presents in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within the entity, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: July 30, 2018	/s/ Jeffrey A. Cocks
	Jeffrey A. Cocks
	Chief Executive Officer
	(Principal Executive Officer)
	Chief Financial Officer
	(Principal Accounting Officer)
	and President

EX-32.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-oxley act of 2002

In connection with the Quarterly Report of Nevada Canyon Gold Corp. (the “Company”) on Form 10-Q for the period ending June 30, 2018, as filed with the Securities and Exchange Commission on or about the date hereof (“Report”), I, Jeffrey A. Cocks, the Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: July 30, 2018	/s/ Jeffrey A. Cocks
	Jeffrey A. Cocks
	Chief Executive Officer
	(Principal Executive Officer)
	Chief Financial Officer
	(Principal Accounting Officer)
	and President

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Jul. 30, 2018
Document And Entity Information
Entity Registrant Name	Nevada Canyon Gold Corp.
Entity Central Index Key	0001605481
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		44,550,000
Trading Symbol	NGLD
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018

XML

Balance Sheets - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current Assets
Cash	$ 1,730	$ 2,981
Prepaid expenses	3,869	8,249
Total Current Assets	5,599	11,230
Equity investment	956,233	1,338,547
Mineral property interest	69,152	69,152
TOTAL ASSETS	1,030,984	1,418,929
Current Liabilities
Accounts payable and accrued liabilities	158,545	150,800
Related party advances	582,132	567,132
Notes and advances payable	55,000	55,000
Total Current Liabilities	795,677	772,932
Deferred tax liability		21,978
Total Liabilities	795,677	794,910
Stockholders' Equity
Preferred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of June 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 June 30, 2018 and December 31, 2017	4,455	4,455
Additional paid in capital	522,645	522,645
Accumulated other comprehensive loss		(652,722)
Retained earnings (deficit)	(291,793)	749,641
Total Stockholders' Equity	235,307	624,019
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,030,984	$ 1,418,929

XML

Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	44,550,000	44,550,000
Common stock, shares outstanding	44,550,000	44,550,000

XML

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Operating expenses
Exploration expenses		$ 9,284		$ 29,292
General and administrative expenses	8,228	5,885	11,671	10,830
Professional fees	6,000	1,500	7,500	4,000
Transfer agent and filing fees	4,220	1,875	9,204	3,976
Total Operating Expenses	(18,448)	(18,544)	(28,375)	(48,098)
Other items
Consulting services		15,000		15,000
Fair value loss on equity investments	(19,293)		(382,315)
Deferred tax recovery			21,978
Net and comprehensive loss	$ (37,741)	$ (3,544)	$ (388,712)	$ (33,098)
Net loss per common share - basic and diluted	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.00)
Weighted average number of common shares outstanding; Basic and diluted	44,550,000	44,050,000	44,550,000	44,050,000

XML

Statements of Cash Flow (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows used in operating activities
Net loss	$ (388,712)	$ (33,098)
Adjustment to reconcile net loss to net cash used by operating activities
Fair value loss on equity investments	382,315
Deferred tax recovery	(21,978)
Changes in operating assets and liabilities
Accounts payable	7,744	(2,158)
Prepaid expenses	4,380	8,005
Net cashed used by operating activities	(16,251)	(27,251)
INVESTING ACTIVITIES
Acquisition of mineral property interest		(15,000)
Net cash used by investing activities		(15,000)
FINANCING ACTIVITIES
Advances from shareholders	15,000	(5,000)
Net cash provided by (used in) financing activities	15,000	(5,000)
Net decrease in cash	(1,251)	(47,251)
Cash, at beginning	2,981	51,789
Cash, at end	1,730	4,538
Supplemental cash flow information
Cash paid for interest
Cash paid for income taxes

XML

Nature of Business

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

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.

XML

Basis of Presentation

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Basis of Presentation

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 six months ended June 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.

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 3 – RELATED PARTY TRANSACTIONS

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

	June 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.

XML

Mineral Property Interests

6 Months Ended

Jun. 30, 2018

Mineral Industries Disclosures [Abstract]

Mineral Property Interests

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 is ten years, and is subject to extension for two additional terms of ten years each.

In order to retain the rights to the exploration lease, the Company is 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 has 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 the Company to the Vendor, cannot be applied or credited against the Purchase Price, however, once the Company exercises its option to acquire the Garfield Property, the minimum annual payments shall be credited against the production royalties payable.

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.

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.

During the six-month period ended June 30, 2018, the Company did not incur any expenses associated with its mineral property interests.

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 mineral property interests associated with the Garfield Agreement will therefore be derecognized subsequent to the period ended June 30, 2018.

XML

Equity Investment

6 Months Ended

Jun. 30, 2018

Investments, Debt and Equity Securities [Abstract]

Equity Investment

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.

At June 30, 2018, the fair market value of the equity investment was calculated to be $956,233 (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 $382,315 (2017 - $nil) for the six months ended June 30, 2018.

XML

Subsequent Event

6 Months Ended

Jun. 30, 2018

Subsequent Events [Abstract]

Subsequent Event

NOTE 6 – SUBSEQUENT EVENT

On July 11, 2018, the Company entered into a definitive purchase agreement with WRR for the sale of the Garfield Agreement (Note 4). Full consideration for the Garfield Agreement consists 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 Walker River Resources Corp. during its fiscal 2017. The note payable was due on demand and did not accumulate any interest.

XML

Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

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

	June 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

XML

Mineral Property Interests (Tables)

6 Months Ended

Jun. 30, 2018

Mineral Industries Disclosures [Abstract]

Schedule of Exploration Lease Minimum Annual Payments

In order to retain the rights to the exploration lease, the Company is 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

XML

Basis of Presentation (Details Narrative) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Accumulated other comprehensive loss		$ (652,722)
January 1, 2018 [Member]
Accumulated other comprehensive loss	$ 652,722

XML

Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Related party advances	$ 582,132	$ 567,132
Chief Executive Officer [Member]
Related party advances	170,132	165,132
Company Controlled by the CEO [Member]
Related party advances	120,000	120,000
Director [Member]
Related party advances	271,000	261,000
Major Shareholder [Member]
Related party advances	$ 21,000	$ 21,000

XML

Mineral Property Interests (Details Narrative) - USD ($)		6 Months Ended	12 Months Ended
	Aug. 02, 2017	Jun. 30, 2018	Dec. 31, 2017
69 Orsa Claims and 75 Lazy Claims [Member]
Royalty payments			$ 54,152
Garfield Agreement [Member]
Percentage of ownership interest		100.00%
One-time payment		$ 300,000
Lease Agreement [Member] | Tarsis Resources US Inc [Member]
Royalty percentage	2.00%
Lease description	The term of the Lazy Claims Agreement is ten years, and is subject to extension for additional two consecutive 10-year terms.
Agreement term	10 years
Initial cash payment of lease	$ 1,000
Lease payable	2,000
Royalty payments	2,000
Annual minimum payment	$ 2,000
Vendor [Member]
Royalty percentage		2.00%
Walker River Resources Corp [Member]
Percentage of ownership interest		10.00%
Walker River Resources Corp [Member] | Definitive Purchase Agreement [Member] | July 11, 2018 [Member]
Cash consideration		$ 55,000

XML

Mineral Property Interests - Schedule of Exploration Lease Minimum Annual Payments (Details)	Jun. 30, 2018 USD ($)
Mineral Industries Disclosures [Abstract]
Minimum Payment, Upon execution of the option agreement (the "Effective Date")(paid)	$ 15,000
Minimum Payment, First anniversary of the Effective Date (verbal extension granted)	15,000
Minimum Payment, Second and third anniversaries of the Effective Date	20,000
Minimum Payment, Fourth and fifth anniversaries of the Effective Date	25,000
Minimum Payment, Sixth and each succeeding anniversary of the Effective Date in perpetuity	$ 40,000

XML

Equity Investment (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Long term equity investment	$ 956,233		$ 1,338,547
Walker River Resources Corp [Member]
Number of common stock shares issued during the period	9,100,000
Common shares exchanged for acquire additional warrants	11,900,000
Warrant exercisable term	5 years
Company ownership percentage	10.00%
Gain on revaluation of equity investment	$ 382,315

XML

Subsequent Event (Details Narrative) - Subsequent Event [Member]	Jul. 11, 2018 USD ($)
Walker River Resources Corp [Member]
Notes payable	$ 55,000
Garfield Agreement [Member]
Cash consideration	$ 55,000