10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2016

OR

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

For the transition period from __________ to __________

Commission file number 000-501191

Dakota Territory Resource Corp

(Exact Name of Registrant as Specified in its charter)

Nevada	98-0201259
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
10580 N. McCarran Blvd., Building 115-208 Reno, Nevada	89503
(Address of principal executive offices)	(Zip Code)

(775) 747-0667

(Registrant’s telephone number, including area code)

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  X . No .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (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 .

Number of shares of issuer’s common stock outstanding at February 14, 2017: 57,066,787

TABLE OF CONTENTS

		Page
	Part I
Item 1	Financial Statements	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4	Controls and Procedures	13
	Part II
Item 1	Legal Proceedings	14
Item 1A	Risk Factors	14
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3	Defaults upon Senior Securities	14
Item 4	Mine Safety Disclosure	14
Item 5	Other Information	14
Item 6	Exhibits	15
Signatures		15

2

DAKOTA TERRITORY RESOURCE CORP
BALANCE SHEETS
(Unaudited)
		December 31, 2016		March 31, 2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	87,696	$	15,551
Note receivable from related party		-		12,500
Prepaid expenses and other current assets		7,000		8,927
Total current assets		94,696		36,978
Other assets		2,500		2,500
Mineral properties		207,566		199,566
TOTAL ASSETS	$	304,762	$	239,044
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	501,479	$	470,654
Accounts payable, related party		948,242		736,692
Line of credit		37,365		40,766
Notes payable		305,550		305,550
Note payable to related party		320,000		265,000
Convertible notes payable, net of discount of $0 and $0, respectively		100,000		100,000
Total current liabilities		2,212,636		1,918,662
Total liabilities		2,212,636		1,918,662
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT
Preferred stock, par value $0.001; 10,000,000 shares authorized, no       shares issued and outstanding as of December 31, 2016 and       March 31, 2016, respectively		-		-
Common stock, par value $0.001; 300,000,000 shares authorized,    57,066,787and 56,716,787 shares issued and outstanding as of  December  31, 2016 and March  31, 2016, respectively		57,067		56,717
Additional paid-in capital		1,857,536		1,747,886
Accumulated deficit		(3,822,477)		(3,484,221)
Total shareholders' deficit		(1,907,874)		(1,679,618)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	304,762	$	239,044
The accompanying notes are an integral part of these financial statements.

3

DAKOTA TERRITORY RESOURCE CORP
STATEMENTS OF OPERATIONS
(Unaudited)
		Nine Months Ended December 31,				Three Months Ended December 31,
		2016		2015		2016		2015
OPERATING EXPENSES
Depreciation and amortization	$	-	$	-	$	-	$	-
Exploration costs		21,855		22,220		-		-
General and administrative expenses		281,105		337,376		85,758		93,491
Total operating expenses		302,960		359,596		85,758		93,491
LOSS FROM OPERATIONS		(302,960)		(359,596)		(85,758)		(93,491)
OTHER INCOME (EXPENSE)
Derivative income (expense)		-		(5,669)		-		58,300
Interest expense		(35,296)		(128,402)		(19,695)		(25,147)
Total other income (expense)		(35,296)		(134,071)		(19,695)		33,153
NET LOSS	$	(338,256)	$	(493,667)	$	(105,453)	$	(60,338)
Net loss per share:
Basic and diluted net loss per share	$	(0.01)	$	(0.01)	$	(0.00)	$	(0.00)
Weighted average shares outstanding:
Basic and diluted		57,207,332		53,738,216		57,066,787		53,738,216
The accompanying notes are an integral part of these financial statements.

4

DAKOTA TERRITORY RESOURCE CORP
STATEMENTS OF CASH FLOWS
(Unaudited)
				Nine Months ended December 31,
				2016		2015
Net loss			$	(338,256)	$	(493,667)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Shares issued for services		-		26,500
		Derivative expense		-		5,669
		Amortization of debt discount		-		100,000
	Changes in current assets and current liabilities:
		Prepaid expenses and other assets		1,927		(4,270)
		Accounts payable & accrued liabilities		30,825		65,275
		Accounts payable, related party		211,550		211,499
Net cash used in operating activities				(93,954)		(88,994)
Cash Flows From Investing Activities:
	Note receivable to related party			12,500		(12,500)
	Investment in mineral properties			(8,000)		(8,000)
Net cash provided by (used in) investing activities				4,500		(20,500)
Cash Flows From Financing Activities:
	Proceeds from the issuance of note payable - related party			55,000		-
	Proceeds from the issuance of common stock			110,000		-
	Proceeds from the issuance of convertible note payable			-		100,000
	Proceeds from (repayments of) line of credit			(3,401)		9,268
Net cash provided by financing activities				161,599		109,268
Net change in cash and cash equivalents				72,145		(226)
Cash and Cash Equivalents, Beginning of Period				15,551		2,355
Cash and Cash Equivalents, End of Period			$	87,696	$	2,129
Supplemental Disclosure of Cashflow Information
Interest paid			$	-	$	-
Taxes paid			$	-	$	-
Supplemental Disclosure of Non cash Investing and Financing Activities
Debt discount on convertible note			$	-	$	100,000
The accompanying notes are an integral part of these financial statements

5

DAKOTA TERRITORY RESOURCES CORP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016

(UNAUDITED)

Note 1—Basis of Presentation

The accompanying unaudited interim financial statements of Dakota Territory Resource Corp. (“we”, “us”, “our”, the “Company”, the “Corporation”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in our annual report on Form 10-K, for the year ended March 31, 2016 as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended March 31, 2016 as reported in our annual report on Form 10-K, have been omitted.

The Company’s absence of revenues, recurring losses from operations, and its need for significant additional financing in order to fund its projected loss in 2017 raise substantial doubt about its ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2—Related Party Transactions

Effective October 1, 2005, we began paying a management consulting fee to Minera Teles Pires Inc., a company controlled by the President and director of the Company. The agreement provides a fixed fee of $10,000 per month which has been deferred until financing is obtained by us. Additionally, the agreement provides for a payment of $1,500 per month for office rent and expenses. During the nine months ended December 31, 2016, we incurred approximately $103,500 in management fees and rent from Minera Teles Pires Inc. As of December 31, 2016, we owed Minera Teles Pires approximately $488,000 for management fees and out of pocket expenses.

Effective February 24, 2012, we began paying consulting fees to Jerikodie, Inc., a company controlled by our Vice President and a director of the Company. The agreement provides a fixed fee of $9,000 per month plus approved expenses. During the nine months ended December 31, 2016, we incurred approximately $81,000 in consulting fees from Jerikodie, Inc. As of December 31, 2016 owed Jerikodie, Inc. approximately $372,000 for consulting fees and out of pocket expenses.

On March 19, 2013, the Company entered into an agreement with Wm Chris Mathers to compensate Mr. Mathers as the Company’s CFO and agreed to pay Mr. Mathers cash in the amount of $1,000 per month increasing to $2,000 per month on September 1, 2013 and to $3,000 per month on March 1, 2014. During the nine months ended December 31, 2016, we incurred $27,000 in compensation to Mr. Mathers.  As of December 31, 2016, we owed Mr. Mathers $88,000 for consulting fees.

On August 26, 2016 the Company issued a note payable in the amount of $25,000 to Minera Teles Pires Inc., a Company controlled by our President, for the purpose of funding ongoing operating expenses.  The note bears annual interest of 3% and was due and payable on October 26, 2016.  This loan remains outstanding as of the date of this filing.

On October 13, 2016, the Company issued a note payable in the amount of $30,000 to Minera Teles Pires Inc., a Company controlled by our President, for the purpose of funding ongoing corporate expenses.  The note bears annual interest of 3% and was due and payable on December 14, 2016.  The loan remains outstanding as of the date of this filing.

Note 3—Mineral Properties

On September 26, 2012, the Company was re-organized with North Homestake Mining Company.  With this re-organization, the Company acquired 84 unpatented lode mining claims covering approximately 1,600 acres known as the Blind Gold Property located in the Black Hills of South Dakota.  

On December 28, 2012, the Company acquired 57 unpatented lode mining claims covering approximately 853 acres known as the West False Bottom Creek and Paradise Gulch Claim Group, the City Creek Claims Group, and the Homestake Paleoplacer Claims Group, all located in the Black Hills of South Dakota.  The West False Bottom Creek and Paradise Gulch Claims were contiguous to the Blind Gold Property and have been incorporated into the Blind Gold Property. The purchase price was 1,000,000 restricted common shares valued at $0.15 per share, or $150,000.

6

On February 24, 2014 the Company acquired surface and mineral title to the 26.16 acres of the Squaw and Rubber Neck Lodes that comprise Mineral Survey 1706 in the Black Hills of South Dakota.  Located immediately to the north and adjoining the Company’s Paleoplacer Property, Mineral Survey 1706 was explored by Homestake Mining Company in the late 1980’s.   The Company is required to make annual lease payments of $8,000 for a period of 5 years, of which $8,000 was due upon execution of the agreement. The Company has an option to purchase the mineral property for $120,000.

On March 3, 2014, the Company completed the acquisition of approximately 565.24 mineral acres in the Northern Black Hills of South Dakota.  The acquisition increased our mineral interests in the Homestake District by nearly 23%, to over 3,057 acres. As part of the property acquisition, the Company purchased an additional 64.39 mineral acres located immediately southwest and contiguous to our Paleoplacer Property, including mineral title to the historic Gustin, Minerva and Deadbroke Gold Mines.  The three mines were the last of a string of mines that produced ores from fossil gold placers derived from the Homestake Lode and are located at the point where the channel disappears under the cover of younger sedimentary and intrusive rocks approximately one mile north of the Homestake Open Cut source.  With this acquisition the Company consolidated and extended the Paleoplacer Property position to a distance extending approximately 3,100 feet along the south to north trend of the channel.  The purchase price of the mineral interests was $33,335.  

The Company plans to commence an exploratory program on these mineral properties as soon as financing can be arranged.

	December 31,		March 31,
	2016		2016
Capitalized costs	$	207,566	$	199,566
Accumulated amortization		-		-
Impairment		-		-
Capitalized costs, net	$	207,566	$	199,566

Note 4—Notes Payable

The following notes payable are unsecured and bear interest at 5% per annum. They are due on demand:

Date	Maturity	Interest rate	Principal		Interest		Total
Nov 15, 2005	On demand	5% per annum	$	82,775	$	48,134	$	130,909
Dec 01, 2005	On demand	5% per annum	$	18,800	$	10,932	$	29,732
Jan 06, 2006	On demand	5% per annum	$	100,000	$	58,150	$	158,150
Jul 14, 2006	On demand	5% per annum	$	103,975	$	60,463	$	164,438
Total			$	305,550	$	177,679	$	483,229

Notes Payable to Related Party

The Company had 11 notes payable to its President pursuant to advances which had historically been made by the President. The notes were dated between March 2011 and August 2012, were unsecured, ranged in amount from $10,000 to $50,000, and bore interest at 12% per annum.  These notes were re-structured and combined on March 27, 2013 into a single promissory note payable (the “New Note”).  In conjunction with this restructuring, the President forgave accrued interest totalling $57,817 (recorded as an equity transaction).  The New Note is unsecured, has a principal amount of $265,000, and bears interest at 4% per annum. The Company will apply 10% of the gross proceeds from any equity financing in an amount exceeding $0.5 million (whether one or more transactions) from and after the date hereof to prepay principal and accrued interest. All remaining unpaid principal and interest was due at March 27, 2016 and remains unpaid.

On August 26, 2016 the Company issued a note payable in the amount of $25,000 to Minera Teles Pires Inc., a Company controlled by our President, for the purpose of funding ongoing operating expenses.  The note bears annual interest of 3% and was due and payable on October 26, 2016.  This loan remains outstanding as of the date of this filing.

On October 13, 2016, the Company issued a note payable in the amount of $30,000 to Minera Teles Pires Inc., a Company controlled by our President, for the purpose of funding ongoing corporate expenses.  The note bears annual interest of 3% and was due and payable on December 14, 2016.  The loan remains outstanding as of the date of this filing.

As of December 31, 2016, the balance of the promissory note payable amounted to $625,550, of which $320,000 is due to related party on the balance sheet.

7

Note 5—Convertible Notes Payable

On August 14, 2008, the Company executed a 5% convertible note of $100,000 that was due August 13, 2010.  The note is now due and payable, however the lender has to date made no request for payment. The note may be converted from time to time, all or any part of the principal plus any unpaid accrued interest ($42,597 as of December 31, 2016) thereof into common stock of the Company at a conversion price per share equal to the greater of i) the closing market price per share of the common stock on the trading day immediately preceding the date of conversion as quoted on the OTC-BB or such other exchange upon which the Company’s shares are then listed or traded, or ii) $200 per share. The conversion price shall be subject to adjustments.  The minimum amount to be converted is $10,000.  As of December 31, 2016, this note is outstanding.

Note 6—Line of Credit

We executed a Line of Credit with Wells Fargo Bank in California. The Line of Credit allows us to borrow up to $47,500. The balance of this Line of Credit at December 31, 2016 was approximately $37,000.

Note 7—Common Stock

Our authorized capital stock consists of 300,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 preferred shares with a par value of $0.001 per share.

During the first quarter fiscal 2017, we received $5,000 from an investor for 50,000 shares of our common stock at a price of $0.10 per share.  

During the first quarter fiscal 2017, we issued 100,000 shares of our common stock for consulting services performed in the previous fiscal year.

On July 29, 2016, we issued 250,000 shares of our common stock, priced at $0.06 per share, as settlement for a subscription agreement dated March 4, 2016.

During the third quarter fiscal 2017, we received $105,000 from an investor for 1,500,000 shares of our common stock at a price of $0.001 per share.  We also issued warrants to purchase 1,500,000 shares of common stock at a price of $0.11 per share under a 6 month term. We have determined that the 1,500,000 common stock warrants have an approximate fair value of $43,500. The Black-Scholes pricing model was used to estimate the fair value of the 1,500,000 warrants issued during the period, using the assumptions of a risk free interest rate of 1.1%, dividend yield of 0%, volatility of 209%, and an expected life of 6 months. As of the date of this filing, these shares have not yet been issued.

At December 31, 2016, the total issued and outstanding shares were 57,066,787.

Common Stock Options and Warrants

A summary of the Company's stock option activity and related information for the period ended December 31, 2016 is as follows:

	Options		Price Range
Outstanding March 31, 2016		7,350,000	$	0.06 – 0.14
Granted		-		-
Cancelled/Expired		-		-
Exercised		-		-
Outstanding December 31, 2016		7,350,000		0.06 – 0.14
Exercisable December 31, 2016		7,350,000	$	0.06 – 0.14

8

A summary of the Company's stock warrant activity and related information for the period ended December 31, 2016 is as follows:

	Warrants			Price Range
Outstanding March 31, 2016		1,000,000		$	0.23
Granted		1,500,000			0.11
Cancelled/Expired		(1,000,000	)		-
Exercised		-			-
Outstanding December 31, 2016		1,500,000			0.11
Exercisable December 31, 2016		1,500,000		$	0.11

9

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

In this Quarterly Report on Form 10-Q, unless the context requires otherwise, references to “Dakota Territory Resource Corp,” "the Corporation" “we,” “our” or “us” refer to Dakota Territory Resource Corp. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this quarterly report. This Quarterly Report on Form 10-Q may also contain statistical data and estimates we obtained from industry publications and reports generated by third parties. Although we believe that the publications and reports are reliable, we have not independently verified their data.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the exhibits attached hereto contain “forward-looking statements”. Such forward-looking statements concern our anticipated results and developments in our operations in future periods, planned exploration and development of our properties, plans related to our business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q, include, but are not limited to:

·

the progress, potential and uncertainties of our 2016-2017 exploration program at our properties located in the Homestake District of the Black Hills of South Dakota (the “Project”);

·

the success of getting the necessary permits for future drill programs and future project exploration;

·

expectations regarding the ability to raise capital and to continue our exploration plans on our properties; and

·

plans regarding anticipated expenditures at the Project.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

·

risks associated with lack of defined resources that are not SEC Guide 7 Compliant Reserves, and may never be;

·

risks associated with our history of losses and need for additional financing;

·

risks associated with our limited operating history;

·

risks associated with our properties all being in the exploration stage;

·

risks associated with our lack of history in producing metals from our properties;

·

risks associated with our need for additional financing to develop a producing mine, if warranted;

·

risks associated with our exploration activities not being commercially successful;

·

risks associated with ownership of surface rights at our Project;

·

risks associated with increased costs affecting our financial condition;

·

risks associated with a shortage of equipment and supplies adversely affecting our ability to operate;

·

risks associated with mining and mineral exploration being inherently dangerous;

·

risks associated with mineralization estimates;

·

risks associated with changes in mineralization estimates affecting the economic viability of our properties;

·

risks associated with uninsured risks;

·

risks associated with mineral operations being subject to market forces beyond our control;

·

risks associated with fluctuations in commodity prices;

·

risks associated with permitting, licenses and approval processes;

·

risks associated with the governmental and environmental regulations;

·

risks associated with future legislation regarding the mining industry and climate change;

·

risks associated with potential environmental lawsuits;

·

risks associated with our land reclamation requirements;

·

risks associated with gold mining presenting potential health risks;

·

risks related to title in our properties

·

risks related to competition in the gold mining industries;

·

risks related to economic conditions;

·

risks related to our ability to manage growth;

·

risks related to the potential difficulty of attracting and retaining qualified personnel;

10

·

risks related to our dependence on key personnel;

·

risks related to our United States Securities and Exchange Commission (the “SEC”) filing history; and

·

risks related to our securities.

This list is not exhaustive of the factors that may affect our forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by law, we disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all the forward-looking statements contained in this Quarterly Report by the foregoing cautionary statements.

Overview and Organizational History

We are a mining exploration stage company engaged in the business of the acquisition, exploration and development of mineral properties. Dakota Territory maintains 100% ownership of three mineral properties located in the Black Hills of South Dakota, including the Blind Gold, City Creek and Homestake Paleoplacer Properties, all of which are located in the heart of the Homestake District and cover a total of approximately 3,057 acres. We currently have limited operations and have not established that any of our projects or properties contain any proven or probable reserves under SEC Industry Guide 7.

On March 9, 2012 the Company entered into an agreement with North Homestake Mining Company to exchange common stock to affect the acquisition of North Homestake’s gold exploration properties located in South Dakota. The Agreement was completed on September 26, 2012 and the Company concurrently effected a 10 for 1 reverse stock split.  The merger was recorded as a reverse recapitalization and the issuances of common stock were recorded as a reclassification between paid-in capital and par value of Common Stock.  North Homestake Mining Company was incorporated in the State of Nevada on April 12, 2011.

On December 31, 2012, the Company completed an agreement to acquire 57 unpatented lode mining claims covering approximately 853 acres in the Black Hills of South Dakota in exchange for 1,000,000 shares of the Company’s common stock, which was valued at $0.15 per share on the transaction date.

On February 24, 2014 the Company acquired surface and mineral title to the 26.16 acres of the Squaw and Rubber Neck Lodes that comprise Mineral Survey 1706 in the Black Hills of South Dakota.  The property is located immediately to the north and adjoining the Company’s Paleoplacer Property.

On March 3, 2014, we completed an acquisition of approximately 565.24 mineral acres in the Northern Black Hills of South Dakota. The acquisition increased our mineral interests in the Homestake District by nearly 23%, to over 3,057 acres. As part of the property acquisition, we purchased an additional 64.39 mineral acres located immediately southwest and contiguous to our Paleoplacer Property, including mineral title to the historic Gustin, Minerva and Deadbroke Gold Mines.

We were incorporated in the State of Nevada on February 6, 2002 under the name Lakefield Ventures, Inc.  In September 2012, the Company changed its name from Mustang Geothermal Corp to Dakota Territory Resource Corp, reflecting a change in business. The Company has been in the exploration stage since its formation and has not realized any revenues from its planned operations. The Company is primarily engaged in the acquisition, exploration, and development of mineral properties.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further long-term financing, successful exploration and development of our property interests and, finally, achieving a profitable level of operations.  The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders.  Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Current Plan of Operations

We plan on concentrating all exploration activities on our gold property in South Dakota. During fiscal year 2017, we will require additional new financing of approximately $2.0 million to carry out our planned exploration, none of which we have secured as of the date hereof.

11

Our planned exploration program will consist primarily of field and diamond drill programs.  Additionally, the budget and any use of proceeds covering any equity based financing would provide for the annual maintenance requirements for the Company’s claims, leases, and concessions and our general operating needs.

Table: Fiscal Year 2017 Proposed Exploration Expenditures ($000)
Salaries & Wages	$120
General & administrative	$180
Airborne survey	$0
Field programs	$23
Site preparation	$37
Diamond Drilling	$897
Assays	$90
Geologic & project support	$85
Equipment & project operations	$100
Permitting & environmental	$50
Property costs	$292
Project contingency	$126
TOTAL	$2,000

Our estimated working capital requirements and projected operating expenses for the next twelve-month period total approximately $2.0 million. Our current working capital will not be sufficient to cover our estimated capital requirements during the next twelve-month period; we will be required to raise additional funds through the issuance of equity securities or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates.

Since we are an exploration stage company and have not generated revenues to date, our cash flow projections are subject to numerous contingencies and risk factors beyond our control, including exploration and development risks, competition from well-funded competitors, and our ability to manage growth.  We can offer no assurance that our expenses will not exceed our projections. 

Liquidity and Capital Resources

As of December 31, 2016, we had a working capital deficit of approximately $2,118,000 and our accumulated deficit as of December 31, 2016 was approximately $3,822,000.  We had a loss for the nine months ended December 31, 2016 of approximately $338,000.

During our fiscal year ending March 31, 2017, we had planned to spend approximately $897,000 for diamond drilling, $23,000 for field programs and $90,000 for assays, as well as approximately $691,000 for expenses related to exploration programs.  The timing of these expenditures is dependent upon a number of factors, including the availability of drill contractors and our ability to secure funding.  We estimate that general and administrative expenses during fiscal year ending March 31, 2017 will be approximately $400,000 to include payroll, legal and accounting services and other general and other expenses necessary to conduct our operations.

We have no employees.  Our management, all of whom are consultants, conduct our operations.  We do not expect any material changes in the number of employees over the next twelve-month period.  Given the early stage of our exploration properties, we intend to continue to outsource our professional and personnel requirements by retaining consultants on an as needed basis.  However, if we are successful in our initial and any subsequent drilling programs, we may retain employees.

We currently do not have sufficient funds to complete exploration and development work on our properties, which means that we will be required to raise additional capital, enter into joint venture relationships or find alternative means to finance placing one or more of our properties into commercial production, if warranted. Failure to obtain sufficient financing may result in the delay or indefinite postponement of exploration and development or production on one or more of our properties and any properties we may acquire in the future or even a loss of property interests. We cannot be certain that additional capital or other types of financing will be available when needed or that, if available, the terms of such financing will be favorable or acceptable to us. Our ability to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions as well as our business performance.

12

Results of Operations

Nine months ended December 31, 2016 and 2015

We had no operating revenues for the nine months ended December 31, 2016 and 2015. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $3,822,000 as of December 31, 2016.

Our exploration costs were approximately $22,000 and our general and administrative expenses for the nine months ended December 31, 2016 were approximately $281,000. Our general and administrative expenditures were primarily for legal, accounting & professional fees, investor relations and other general and administrative expenses necessary for our operations.  

Our exploration costs were approximately $22,000 and our general and administrative expenses for the nine months ended December 31, 2015 were approximately $337,000. These expenditures were primarily for legal, accounting & professional fees, investor relations and other general and administrative expenses necessary for our operations.  

We had losses from operations for the nine months ended December 31, 2016 totaling approximately $303,000 and a net loss for the nine months ended December 31, 2016 totaling approximately $338,000.  We accrued interest on notes payable totaling approximately $35,000 for the nine months ended December 31, 2016. We accrued interest on notes payable totaling approximately $128,000 for the nine months ended December 31, 2015. During the nine months ended December 31, 2015, we recorded derivative expense of approximately $6,000 relating to the $100,000 convertible note issued in June 2015.

Three months ended December 31, 2016 and 2015

We had no operating revenues for the three months ended December 31, 2016 and 2015. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $3,822,000 as of December 31, 2016.

Our general and administrative expenses for the three months ended December 31, 2016 were approximately $86,000.  Our general and administrative expenditures were primarily for legal, accounting & professional fees, investor relations and other general and administrative expenses necessary for our operations.  

Our general and administrative expenses for the three months ended December 31, 2015 were approximately $93,000 general and administrative expenditures were primarily for legal, accounting & professional fees, investor relations and other general and administrative expenses necessary for our operations.  

We had losses from operations for the three months ended December 31, 2016 totaling approximately $86,000 and a net loss for the three months ended December 31, 2016 totaling approximately $105,000.  We accrued interest on notes payable totaling $19,700 for the three months ended December 31, 2016. We accrued interest on notes payable totaling approximately $25,000 for the three months ended December 31, 2015. During the three months ended December 31, 2015 we recorded derivative income of approximately $58,300 relating to the $100,000 convertible note issued in June 2015.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital resources.

Critical Accounting Estimates

Management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. Preparation of financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are fairly presented in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Management believes that the following critical accounting estimates and judgments have a significant impact on our financial statements; Valuation of options granted to Directors and Officers using the Black-Scholes model.

13

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation the CEO and CFO have concluded that as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by us in our reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially effect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

There have been no material changes from the risk factors as previously disclosed in our Form 10-K for the year ended March 31, 2016 as filed with the Commission on June 29, 2016.

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

None

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosure

Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (The “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the quarter ended December 31, 2016, our U.S. exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).

Item 5. Other Information

None.

14

Item 6. Exhibits.

The following exhibits are attached hereto or are incorporated by reference:

Exhibit Number	Description
3.1 (i), (ii)	Articles and Bylaws incorporated by reference from our Registration Statement on Form 10-SB filed on February 27, 2003.
3.2	Certificate of Amendment to the Articles of Incorporation dated June 2, 2005 incorporated by reference from our quarterly report on Form 10-QSB filed on November 17, 2006.
3.3	Certificate of Change dated June 2, 2005 incorporated by reference from our quarterly report on Form 10-QSB filed on November 17, 2006.
3.4	Certificate of Amendment to the Articles of Incorporation incorporated by reference from our annual report on Form 10-KSB filed on July 14, 2006
3.5	Certificate of Change incorporated by reference from our annual report on Form 10-KSB filed on July 14, 2006.
3.6	Articles of Incorporation of Urex Energy Corp. incorporated by reference from our annual report on Form 10-KSB filed on July 14, 2006.
3.7	Articles of Merger incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006.
3.8	Certificate of Change incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006.
3.9	Certificate of Correction with respect to the Certificate of Change incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006.
3.10	Certificate of Correction with respect to the Articles of Merger incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006.
3.11	Amended Articles and Plan of Merger filed on September 14, 2012 incorporated by reference from our Current Report on Form 8-K filed on October 3, 2012.
16.1	Letter from PLS, CPA dated April 2, 2013 incorporated by reference from our Current Report on Form 8-K filed on April 5, 2013.
14.1	Our Code of Ethics adopted April 26, 2013 incorporated by reference from our annual report on Form 10-K filed on July 1, 2013.
31.1*	Section 302 Certification of Richard Bachman, Chief Executive Officer
31.2*	Section 302 Certification of Wm. Chris Mathers, Chief Financial Officer
32.1*	Section 906 Certification of Richard Bachman, Chief Executive Officer
32.2*	Section 906 Certification of Wm. Chris Mathers, Chief Financial Officer

*FILED HEREWITH

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.

DAKOTA TERRITORY RESOURCE CORP.

/s/ Richard Bachman

By: Richard Bachman, duly authorized officer

Chief Executive Officer and Principal Executive Officer

Dated: February 14, 2017

/s/ Wm. Chris Mathers

By: Wm. Chris Mathers, duly authorized officer

Chief Financial Officer and Principal Accounting Officer

Dated: February 14, 2017

15

EX-31.1

Exhibit 31.1.   Certification by Chief Executive Officer

I, Richard Bachman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Dakota Territory Resource Corp.;

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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present 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 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, including its consolidated subsidiaries, is made known to us by others within those entities, 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 control 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 control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control 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 control 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 control over financial reporting.

Date:  February 14, 2017

/s/ Richard Bachman

Richard Bachman, Chief Executive Officer, Principal Executive Officer

EX-31.2

 Exhibit 31.2.   Certification by Chief Financial Officer

I, Wm Chris Mathers, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Dakota Territory Resource Corp.;

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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present 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 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, including its consolidated subsidiaries, is made known to us by others within those entities, 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 control 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 control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control 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 control 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 control over financial reporting.

Date:  February 14, 2017

/s/ Wm Chris Mathers

Wm Chris Mathers, Chief Financial Officer, Principal Financial and Accounting Officer

1

EX-32.1

 Exhibit 32.1.   Section 1350 Certification by Chief Executive Officer

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 Dakota Territory Resource Corp. (the “Company”) on Form 10-Q for the quarter ending December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard Bachman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (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.

/s/ Richard Bachman

Richard Bachman, Chief Executive Officer

February 14, 2017

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.

EX-32.2

Exhibit 32.2.   Section 1350 Certification by Chief Financial Officer

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 Dakota Territory Resource Corp. (the “Company”) on Form 10-Q for the quarter ending December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wm Chris Mathers, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (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.

/s/ Wm Chris Mathers

Wm Chris Mathers, Chief Financial Officer

February 14, 2017

 The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.

XML

Document and Entity Information - shares	9 Months Ended
	Dec. 31, 2016	Feb. 14, 2017
Document and Entity Information:
Entity Registrant Name	DAKOTA TERRITORY RESOURCE CORP
Document Type	10-Q
Document Period End Date	Dec. 31, 2016
Trading Symbol	dtrc
Amendment Flag	false
Entity Central Index Key	0001182737
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		57,066,787
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3

XML

BALANCE SHEETS (Unaudited) - USD ($)	Dec. 31, 2016	Mar. 31, 2016
CURRENT ASSETS
Cash and cash equivalents	$ 87,696	$ 15,551
Note receivable from related party	0	12,500
Prepaid expenses and other current assets	7,000	8,927
Total current assets	94,696	36,978
Other assets	2,500	2,500
Mineral properties	207,566	199,566
TOTAL ASSETS	304,762	239,044
CURRENT LIABILITIES
Accounts payable and accrued liabilities	501,479	470,654
Accounts payable, related party	948,242	736,692
Line of credit	37,365	40,766
Notes payable	305,550	305,550
Note payable to related party	320,000	265,000
Convertible notes payable, net of discount of $0 and $0, respectively	100,000	100,000
Total current liabilities	2,212,636	1,918,662
Total liabilities	2,212,636	1,918,662
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT
Preferred stock, par value $0.001; 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2016 and March 31, 2016, respectively	0	0
Common stock, par value $0.001; 300,000,000 shares authorized, 57,066,787and 56,716,787 shares issued and outstanding as of December 31, 2016 and March 31, 2016, respectively	57,067	56,717
Additional paid-in capital	1,857,536	1,747,886
Accumulated deficit	(3,822,477)	(3,484,221)
Total shareholders' deficit	(1,907,874)	(1,679,618)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$ 304,762	$ 239,044

XML

BALANCE SHEETS PARENTHETICALS - USD ($)	Dec. 31, 2016	Mar. 31, 2016
Parentheticals
Discount on Convertible notes payable	$ 0	$ 0
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	300,000,000	300,000,000
Common Stock, Shares Issued	57,066,787	56,716,787
Common Stock, Shares Outstanding	57,066,787	56,716,787

XML

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
OPERATING EXPENSES
Depreciation and amortization	$ 0	$ 0	$ 0	$ 0
Exploration costs	0	0	21,855	22,220
General and administrative expenses	85,758	93,491	281,105	337,376
Total operating expenses	85,758	93,491	302,960	359,596
LOSS FROM OPERATIONS	(85,758)	(93,491)	(302,960)	(359,596)
OTHER INCOME (EXPENSE)
Derivative income (expense)	0	58,300	0	(5,669)
Interest expense	(19,695)	(25,147)	(35,296)	(128,402)
Total other income (expense)	(19,695)	33,153	(35,296)	(134,071)
NET LOSS	$ (105,453)	$ (60,338)	$ (338,256)	$ (493,667)
Net loss per share: Basic and diluted net loss per share	$ 0.00	$ 0.00	$ (0.01)	$ (0.01)
Weighted average shares outstanding: Basic and diluted	57,066,787	53,738,216	57,207,332	53,738,216

XML

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash Flows From Operating Activities:
Net loss	$ (338,256)	$ (493,667)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services	0	26,500
Derivative expense	0	5,669
Amortization of debt discount	0	100,000
Changes in current assets and current liabilities:
Prepaid expenses and other assets	1,927	(4,270)
Accounts payable & accrued liabilities	30,825	65,275
Accounts payable, related party	211,550	211,499
Net cash used in operating activities	(93,954)	(88,994)
Cash Flows From Investing Activities:
Issuance of note receivable to related party	12,500	(12,500)
Investment in mineral properties	(8,000)	(8,000)
Net cash used in investing activities	4,500	(20,500)
Cash Flows From Financing Activities:
Proceeds from the issuance of note payable - related party	55,000	0
Proceeds from the issuance of common stock	110,000	0
Proceeds from the issuance of convertible note payable	0	100,000
Proceeds from (repayments of) line of credit	(3,401)	9,268
Net cash provided by (used in) financing activities	161,599	109,268
Net change in cash	72,145	(226)
Cash and Cash Equivalents, Beginning of Period	15,551	2,355
Cash and Cash Equivalents, End of Period	87,696	2,129
Supplemental Disclosure of Cashflow Information
Interest paid	0	0
Taxes paid	0	0
Supplemental Disclosure of Non cash Investing and Financing Activities
Debt discount on convertible note	$ 0	$ 100,000

XML

Basis of Presentation

9 Months Ended

Dec. 31, 2016

Basis of Presentation:

Basis of Presentation

Note 1—Basis of Presentation

The accompanying unaudited interim financial statements of Dakota Territory Resource Corp. (“we”, “us”, “our”, the “Company”, the “Corporation”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in our annual report on Form 10-K, for the year ended March 31, 2016 as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended March 31, 2016 as reported in our annual report on Form 10-K, have been omitted.

The Company’s absence of revenues, recurring losses from operations, and its need for significant additional financing in order to fund its projected loss in 2017 raise substantial doubt about its ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

XML

Related Party Transactions

9 Months Ended

Dec. 31, 2016

Related Party Transactions:

Related Party Transactions

Note 2—Related Party Transactions

Effective October 1, 2005, we began paying a management consulting fee to Minera Teles Pires Inc., a company controlled by the President and director of the Company. The agreement provides a fixed fee of $10,000 per month which has been deferred until financing is obtained by us. Additionally, the agreement provides for a payment of $1,500 per month for office rent and expenses. During the nine months ended December 31, 2016, we incurred approximately $103,500 in management fees and rent from Minera Teles Pires Inc. As of December 31, 2016, we owed Minera Teles Pires approximately $488,000 for management fees and out of pocket expenses.

Effective February 24, 2012, we began paying consulting fees to Jerikodie, Inc., a company controlled by our Vice President and a director of the Company. The agreement provides a fixed fee of $9,000 per month plus approved expenses. During the nine months ended December 31, 2016, we incurred approximately $81,000 in consulting fees from Jerikodie, Inc. As of December 31, 2016 owed Jerikodie, Inc. approximately $372,000 for consulting fees and out of pocket expenses.

On March 19, 2013, the Company entered into an agreement with Wm Chris Mathers to compensate Mr. Mathers as the Company’s CFO and agreed to pay Mr. Mathers cash in the amount of $1,000 per month increasing to $2,000 per month on September 1, 2013 and to $3,000 per month on March 1, 2014. During the nine months ended December 31, 2016, we incurred $27,000 in compensation to Mr. Mathers.  As of December 31, 2016, we owed Mr. Mathers $88,000 for consulting fees.

On August 26, 2016 the Company issued a note payable in the amount of $25,000 to Minera Teles Pires Inc., a Company controlled by our President, for the purpose of funding ongoing operating expenses.  The note bears annual interest of 3% and was due and payable on October 26, 2016.  This loan remains outstanding as of the date of this filing.

On October 13, 2016, the Company issued a note payable in the amount of $30,000 to Minera Teles Pires Inc., a Company controlled by our President, for the purpose of funding ongoing corporate expenses.  The note bears annual interest of 3% and was due and payable on December 14, 2016.  The loan remains outstanding as of the date of this filing.

XML

Mineral Properties

9 Months Ended

Dec. 31, 2016

Mineral Properties:

Mineral Properties

Note 3—Mineral Properties

On September 26, 2012, the Company was re-organized with North Homestake Mining Company.  With this re-organization, the Company acquired 84 unpatented lode mining claims covering approximately 1,600 acres known as the Blind Gold Property located in the Black Hills of South Dakota.  

On December 28, 2012, the Company acquired 57 unpatented lode mining claims covering approximately 853 acres known as the West False Bottom Creek and Paradise Gulch Claim Group, the City Creek Claims Group, and the Homestake Paleoplacer Claims Group, all located in the Black Hills of South Dakota.  The West False Bottom Creek and Paradise Gulch Claims were contiguous to the Blind Gold Property and have been incorporated into the Blind Gold Property. The purchase price was 1,000,000 restricted common shares valued at $0.15 per share, or $150,000.

On February 24, 2014 the Company acquired surface and mineral title to the 26.16 acres of the Squaw and Rubber Neck Lodes that comprise Mineral Survey 1706 in the Black Hills of South Dakota.  Located immediately to the north and adjoining the Company’s Paleoplacer Property, Mineral Survey 1706 was explored by Homestake Mining Company in the late 1980’s.   The Company is required to make annual lease payments of $8,000 for a period of 5 years, of which $8,000 was due upon execution of the agreement. The Company has an option to purchase the mineral property for $120,000.

On March 3, 2014, the Company completed the acquisition of approximately 565.24 mineral acres in the Northern Black Hills of South Dakota.  The acquisition increased our mineral interests in the Homestake District by nearly 23%, to over 3,057 acres. As part of the property acquisition, the Company purchased an additional 64.39 mineral acres located immediately southwest and contiguous to our Paleoplacer Property, including mineral title to the historic Gustin, Minerva and Deadbroke Gold Mines.  The three mines were the last of a string of mines that produced ores from fossil gold placers derived from the Homestake Lode and are located at the point where the channel disappears under the cover of younger sedimentary and intrusive rocks approximately one mile north of the Homestake Open Cut source.  With this acquisition the Company consolidated and extended the Paleoplacer Property position to a distance extending approximately 3,100 feet along the south to north trend of the channel.  The purchase price of the mineral interests was $33,335.  

The Company plans to commence an exploratory program on these mineral properties as soon as financing can be arranged.

	December 31,		March 31,
	2016		2016
Capitalized costs	$	207,566	$	199,566
Accumulated amortization		-		-
Impairment		-		-
Capitalized costs, net	$	207,566	$	199,566

XML

Notes Payable

9 Months Ended

Dec. 31, 2016

Notes Payable {1}

Notes Payable

Note 4—Notes Payable

The following notes payable are unsecured and bear interest at 5% per annum. They are due on demand:

Date	Maturity	Interest rate	Principal		Interest		Total
Nov 15, 2005	On demand	5% per annum	$	82,775	$	48,134	$	130,909
Dec 01, 2005	On demand	5% per annum	$	18,800	$	10,932	$	29,732
Jan 06, 2006	On demand	5% per annum	$	100,000	$	58,150	$	158,150
Jul 14, 2006	On demand	5% per annum	$	103,975	$	60,463	$	164,438
Total			$	305,550	$	177,679	$	483,229

Notes Payable to Related Party

The Company had 11 notes payable to its President pursuant to advances which had historically been made by the President. The notes were dated between March 2011 and August 2012, were unsecured, ranged in amount from $10,000 to $50,000, and bore interest at 12% per annum.  These notes were re-structured and combined on March 27, 2013 into a single promissory note payable (the “New Note”).  In conjunction with this restructuring, the President forgave accrued interest totalling $57,817 (recorded as an equity transaction).  The New Note is unsecured, has a principal amount of $265,000, and bears interest at 4% per annum. The Company will apply 10% of the gross proceeds from any equity financing in an amount exceeding $0.5 million (whether one or more transactions) from and after the date hereof to prepay principal and accrued interest. All remaining unpaid principal and interest was due at March 27, 2016 and remains unpaid.

On August 26, 2016 the Company issued a note payable in the amount of $25,000 to Minera Teles Pires Inc., a Company controlled by our President, for the purpose of funding ongoing operating expenses.  The note bears annual interest of 3% and was due and payable on October 26, 2016.  This loan remains outstanding as of the date of this filing.

On October 13, 2016, the Company issued a note payable in the amount of $30,000 to Minera Teles Pires Inc., a Company controlled by our President, for the purpose of funding ongoing corporate expenses.  The note bears annual interest of 3% and was due and payable on December 14, 2016.  The loan remains outstanding as of the date of this filing.

As of December 31, 2016, the balance of the promissory note payable amounted to $625,550, of which $320,000 is due to related party on the balance sheet.

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Convertible Notes Payable

9 Months Ended

Dec. 31, 2016

Convertible Notes Payable:

Convertible Notes Payable

Note 5—Convertible Notes Payable

On August 14, 2008, the Company executed a 5% convertible note of $100,000 that was due August 13, 2010.  The note is now due and payable, however the lender has to date made no request for payment. The note may be converted from time to time, all or any part of the principal plus any unpaid accrued interest ($42,597 as of December 31, 2016) thereof into common stock of the Company at a conversion price per share equal to the greater of i) the closing market price per share of the common stock on the trading day immediately preceding the date of conversion as quoted on the OTC-BB or such other exchange upon which the Company’s shares are then listed or traded, or ii) $200 per share.  The conversion price shall be subject to adjustments.  The minimum amount to be converted is $10,000.  As of December 31, 2016, this note is outstanding.

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Line of Credit

9 Months Ended

Dec. 31, 2016

Line of Credit:

Line of Credit

Note 6—Line of Credit

We executed a Line of Credit with Wells Fargo Bank in California. The Line of Credit allows us to borrow up to $47,500. The balance of this Line of Credit at December 31, 2016 was approximately $37,000.

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Common Stock

9 Months Ended

Dec. 31, 2016

Common Stock:

Common Stock

Note 7—Common Stock

Our authorized capital stock consists of 300,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 preferred shares with a par value of $0.001 per share.

During the first quarter fiscal 2017, we received $5,000 from an investor for 50,000 shares of our common stock at a price of $0.10 per share.  

During the first quarter fiscal 2017, we issued 100,000 shares of our common stock for consulting services performed in the previous fiscal year.

On July 29, 2016, we issued 250,000 shares of our common stock, priced at $0.06 per share, as settlement for a subscription agreement dated March 4, 2016.

During the third quarter fiscal 2017, we received $105,000 from an investor for 1,500,000 shares of our common stock at a price of $0.001 per share.  We also issued warrants to purchase 1,500,000 shares of common stock at a price of $0.11 per share under a 6 month term. We have determined that the 1,500,000 common stock warrants have an approximate fair value of $43,500. The Black-Scholes pricing model was used to estimate the fair value of the 1,500,000 warrants issued during the period, using the assumptions of a risk free interest rate of 1.1%, dividend yield of 0%, volatility of 209%, and an expected life of 6 months. As of the date of this filing, these shares have not yet been issued.

At December 31, 2016, the total issued and outstanding shares were 57,066,787.

Common Stock Options and Warrants

A summary of the Company's stock option activity and related information for the period ended December 31, 2016 is as follows:

	Options		Price Range
Outstanding March 31, 2016		7,350,000	$	0.06 – 0.14
Granted		-		-
Cancelled/Expired		-		-
Exercised		-		-
Outstanding December 31, 2016		7,350,000		0.06 – 0.14
Exercisable December 31, 2016		7,350,000	$	0.06 – 0.14

A summary of the Company's stock warrant activity and related information for the period ended December 31, 2016 is as follows:

	Warrants			Price Range
Outstanding March 31, 2016		1,000,000		$	0.23
Granted		1,500,000			0.11
Cancelled/Expired		(1,000,000	)		-
Exercised		-			-
Outstanding December 31, 2016		1,500,000			0.11
Exercisable December 31, 2016		1,500,000		$	0.11

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Schedule of Mineral Properties (Tables)

9 Months Ended

Dec. 31, 2016

Schedule of Mineral Properties:

Schedule of Mineral Properties

The Company plans to commence an exploratory program on these mineral properties as soon as financing can be arranged.

	December 31,		March 31,
	2016		2016
Capitalized costs	$	207,566	$	199,566
Accumulated amortization		-		-
Impairment		-		-
Capitalized costs, net	$	207,566	$	199,566

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Schedule of Notes Payable and Maturities of Debt (Tables)

9 Months Ended

Dec. 31, 2016

Schedule of Notes Payable and Maturities of Debt

Schedule of Notes Payable and Maturities of Debt

The following notes payable are unsecured and bear interest at 5% per annum. They are due on demand:

Date	Maturity	Interest rate	Principal		Interest		Total
Nov 15, 2005	On demand	5% per annum	$	82,775	$	48,134	$	130,909
Dec 01, 2005	On demand	5% per annum	$	18,800	$	10,932	$	29,732
Jan 06, 2006	On demand	5% per annum	$	100,000	$	58,150	$	158,150
Jul 14, 2006	On demand	5% per annum	$	103,975	$	60,463	$	164,438
Total			$	305,550	$	177,679	$	483,229

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Schedule of Common stock (Tables)

9 Months Ended

Dec. 31, 2016

Schedule of Common stock:

Schedule of Stock Options Activity

A summary of the Company's stock option activity and related information for the period ended December 31, 2016 is as follows:

	Options		Price Range
Outstanding March 31, 2016		7,350,000	$	0.06 – 0.14
Granted		-		-
Cancelled/Expired		-		-
Exercised		-		-
Outstanding December 31, 2016		7,350,000		0.06 – 0.14
Exercisable December 31, 2016		7,350,000	$	0.06 – 0.14

Schedule of Stock Warrants Activity

A summary of the Company's stock warrant activity and related information for the period ended December 31, 2016 is as follows:

	Warrants			Price Range
Outstanding March 31, 2016		1,000,000		$	0.23
Granted		1,500,000			0.11
Cancelled/Expired		(1,000,000	)		-
Exercised		-			-
Outstanding December 31, 2016		1,500,000			0.11
Exercisable December 31, 2016		1,500,000		$	0.11

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Related Party Transactions (Details) - USD ($)	Dec. 31, 2016	Oct. 13, 2016	Aug. 26, 2016	Mar. 01, 2014	Sep. 01, 2013	Mar. 19, 2013	Feb. 24, 2012	Oct. 01, 2005
Related Party Transactions Details
Fixed Consulting fee per month to Minera Teles Pires Inc.								$ 10,000
Payment per month for office rent and expenses								$ 1,500
Owed Minera Teles Pires for management fees and out of pocket expenses	$ 488,000
Payment of fixed consulting fees per month to Jerikodie, Inc							$ 9,000
Owed Jerikodie, Inc. for management fees and out of pocket expenses	372,000
Amount to be paid as compensation per month to Mr. Mathers as Company's CFO				$ 3,000	$ 2,000	$ 1,000
Amount owed to Mr. Mathers for consulting fees	$ 88,000
Company issued a note payable in the amount to Minera Teles Pires Inc.,		$ 25,000	$ 25,000
The note bears annual interest		3.00%	3.00%

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Related Party Transactions - During the period (Details)	9 Months Ended
	Dec. 31, 2016 USD ($)
Related Party Transactions - During the period Details
Incurred in management fees and rent from Minera Teles Pires Inc	$ 103,500
Incurred in consulting fees from Jerikodie, Inc	81,000
Incurred in compensation to Mr. Mathers	$ 27,000

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Mineral Properties Reorganization (Details)	Mar. 03, 2014 USD ($)	Feb. 24, 2014 USD ($)	Dec. 28, 2012 USD ($) $ / shares shares	Sep. 26, 2012
Mineral Properties Reorganization Details
Unpatented lode mining claims			57	84
Area (in acres) located in the Black Hills of South Dakota			853	1,600
Common shares issued in lieu of mining claims | shares			1,000,000
Value per share of common shares issued in lieu of mining claims | $ / shares			$ 0.15
Value of shares issued			$ 150,000
Company acquired surface and mineral title of the Squaw and Rubber Neck Lodes in acres		26.16
The Company is required to make annual lease payments for a period of 5 years		$ 8,000
Amount due upon execution of the agreement		8,000
The Company has an option to purchase the mineral property		$ 120,000
Company completed the acquisition of approximately mineral acres in the Northern Black Hills	565.24
The acquisition increased our mineral interests in the Homestake District by nearly 3057 acres	23.00%
The purchase price of the mineral interests	$ 33,335
As part of the property acquisition, the Company purchased an additional mineral acres located immediately southwest and contiguous to our Paleoplacer Property.	64.39

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Exploratory program of mineral properties (Details) - USD ($)	Dec. 31, 2016	Mar. 31, 2016
Exploratory program of mineral properties
Capitalized costs	$ 207,566	$ 199,566
Accumulated amortization	0	0
Impairment	0	0
Capitalized costs, net	$ 207,566	$ 199,566

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Promissory Notes Payable unsecured and due on demand (Details) - USD ($)	Dec. 31, 2016	Jul. 14, 2006	Jan. 06, 2006	Dec. 01, 2005	Nov. 15, 2005
Unsecured promissory notes payable on demand
Interest rate per annum on promissory notes	5.00%	5.00%	5.00%	5.00%	5.00%
Principal amount of promissory notes	$ 305,550	$ 103,975	$ 100,000	$ 18,800	$ 82,775
Interest amount on promissory notes	177,679	60,463	58,150	10,932	48,134
Total of promissory notes	$ 483,229	$ 164,438	$ 158,150	$ 29,732	$ 130,909

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Notes Payable to Related Party (Details) - USD ($)	Dec. 31, 2016	Oct. 13, 2016	Aug. 26, 2016
Notes Payable to Related Party
Notes payable to its President ranged in amount minimum	$ 10,000
Notes payable to its President ranged in amount maximum	$ 50,000
Interest rate per annum	12.00%
Accrued Interest forgiven by President	$ 57,817
New Note is unsecured, with a principal amount	$ 265,000
Interest rate per annum	4.00%
Company will apply percent of the gross proceeds from any equity financing	10.00%
Equity financing exceeding amount (in million) on which 10% applied	0.5
Balance of the promissory note payable	$ 625,550
Amount recorded as due to related party on the balance sheet	$ 320,000
Company issued a note payable in the amount to Minera Teles Pires Inc.,		$ 25,000	$ 25,000
The note bears annual interest		3.00%	3.00%

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Convertible Notes Payable (Details) - USD ($)	Dec. 31, 2016	Aug. 14, 2008
Convertible Notes Payable Details
Percentage of interest on convertible note executed		5.00%
Amount of convertible note executed		$ 100,000
Amount of the principal plus any unpaid accrued interest as of	$ 42,597
Conversion rate per share		$ 200
Conversion rate per share after 1 for 200 reverse stock split		20
Minimum amount to be converted		$ 10,000
Minimum amount to be converted outstanding	$ 10,000

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Line Of Credit Note With Wells Fargo Bank (Details)	Dec. 31, 2016 USD ($)
Line Of Credit Note With Wells Fargo Bank
Maximum allowed limit for the line of credit note with Wells Fargo Bank	$ 47,500
Balance of line of credit	$ 37,000

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Capital stock transactions (Details) - USD ($)	Dec. 31, 2016	Jul. 29, 2016
Capital stock transactions
Authorized common stock shares	300,000,000
Par value of common stock authorized shares	$ 0.001
Authorized preferred stock shares	10,000,000
Par value of preferred stock authorized shares	$ 0.001
Received from an investor shares of common stock	50,000
Common stock per share	$ 0.10
Received from an investor shares of common stock valued	$ 5,000
Issued shares of our common stock for consulting services	100,000
Total issued and outstanding shares	57,066,787
Issued shares of common stock to an investor under a subscription agreement		250,000
Issued shares of common stock to an investor under a subscription agreement per share		$ 0.06
Received amount from investor for 1,500,000 shares	$ 105,000
Received amount from investor for 1,500,000 shares, price per share	$ 0.001

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Black-Scholes pricing model used to estimate the fair value of the warrants issued during the period (Details)	9 Months Ended
	Dec. 31, 2016 USD ($) shares
Black-Scholes pricing model used to estimate the fair value of the warrants issued during the period
Common stock warrants have an approximate fair value | $	$ 43,500
Common stock warrants | shares	1,500,000
Risk free interest rate	1.10%
Dividend yield	0.00%
Volatility	209.00%
Expected life (in months)	6

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Summary of the Company's stock option activity (Details) - $ / shares	Dec. 31, 2016	Mar. 31, 2016
Options
Stock options Outstanding	7,350,000	7,350,000
Granted Options	0	0
Cancelled/Expired Options	0	0
Exercised Options	0	0
Exercisable Stock options	7,350,000	0
Price Range
Stock options Outstanding Price Range minimum	$ 0.06	$ 0.06
Stock options Outstanding Price Range maximum	0.14	$ 0.14
Exercisable Stock options Price Range minimum	0.06
Exercisable Stock options Price Range maximum	$ 0.14

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Summary of the Company's stock warrant activity (Details) - $ / shares	Dec. 31, 2016	Mar. 31, 2016
Warrants
Stock Warrants Outstanding	1,500,000	1,000,000
Granted Warrants	1,500,000	1,500,000
Cancelled/Expired Warrants	(1,000,000)	0
Exercised Warrants	0	0
Exercisable Stock Warrants	1,500,000	0
Price Range Warrants
Stock Warrants Outstanding Price Range	$ 0.11	$ 0.23
Granted Warrants Price Range	0.11	$ 0.11
Exercisable Stock Warrants Price Range	$ 0.11