S-1/A 1 canyongold-s1a1.htm CANYON GOLD S1-A 1 canyongold-s1a1.htm


 
   As filed with the Securities and Exchange Commission on March 12, 2012  Registration Number 333-177903   
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 1
to
FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CANYON GOLD CORP.
(Exact name of registrant as specified in its charter)
 
 Delaware         1041  Not Applicable
(State or jurisdiction    (Primary Standard Industrial    (I.R.S. Employer
of incorporation or organization)     Classification Code Number)    Identification Number)
 
                                              
7810 Marchwood Place, Vancouver BC, Canada, V5S 4A6
(604 202-3212)
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Delbert G. Blewett
c/o Canyon Gold Corp.
7810 Marchwood Place, Vancouver BC, Canada, V5S 4A6
(604 202-3212)
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

 Copy to:
Leonard E. Neilson, Esq.
Leonard E. Neilson, P.C.
8160 South Highland Drive, Suite 209
Sandy, Utah 84093
Phone: (801) 733-0800
Fax: (801) 733-0808

Approximate date of commencement of proposed sale to the public: As promptly as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delay or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [  ]
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [  ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
 Large accelerated filer                                           [    ]                                Accelerated filer                                                      [    ]
 Non-accelerated filer                                             [    ]                                Smaller reporting company                                    [ X]
 (Do not check if a smaller reporting company)

 
 

 

CALCULATION OF REGISTRATION FEE
 
Title of Each Class of Securities
To Be Registered
Amount to Be Registered (1)
Proposed Maximum
Offering Price per Share
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common stock
3,380,000
$ 0.85 (2)
$2,873,000 (2)
$ 329.25(3)
 
 
(1)
We are registering the resale by selling stockholders of 3,380,000 of common stock that we have previously issued.  In accordance with Rule 416 under the Securities Act of 1933, as amended, common stock offered hereby shall also be deemed to cover additional securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
 
(2)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 of the Securities Act and based on the most recent closing price.
 
(3)
Registration fee of $329.25 was paid when Form S-1 registration statement was filed on November 10, 2011.
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 
 

 

The information in this prospectus is not complete and may be changed. The selling security holders will not sell these securities until after the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated March __, 2012
 
 
PROSPECTUS
 
Canyon Gold Corp.
 
3,380,000 Shares of Common Stock
 
This prospectus relates to the offer for sale of up to a total of 3,380,000 shares of our common stock that may be sold from time to time by certain existing stockholders named in this prospectus and their successors and assigns.  The shares of common stock to be sold by the selling stockholders were acquired in July 2011 through the acquisition of Long Canyon Gold Resources Corp.
 
 
The shares offered for resale by this prospectus were issued to the applicable selling stockholders in private transactions completed prior to the filing of the registrations statement, of which this prospectus is a part. This offering is not being underwritten. We will not receive any proceeds from the sale of shares in this offering.
 
Our common stock is included for quotation on the OTC Pink Market under the symbol “CGCC”.  There is limited trading in our common stock.   On April 28, 2011, the most recent day that our common stock traded, the last reported price per share was $0.85.  We intend to apply to have our shares included on the OTC Bulletin Board, although there can be no assurance that our application will be approved.  You are urged to obtain current market quotations of our common stock before purchasing any of the shares being offered for sale pursuant to this prospectus.

The selling stockholders, to the extent a public market exists at such time, may offer their common stock from time to time through public transactions at prevailing market prices, at prices related to prevailing market prices, or through private transactions at privately negotiated prices. Selling stockholders will initially offer their shares at $0.85 per share until such time as the shares are approved for and quoted on the OTC Bulletin Board.  Thereafter, selling stockholders may sell shares at the prevailing market price or at a privately negotiated price.  We have agreed to pay all costs and expenses of registering this offering of securities.
  
Investing in our common stock involves substantial risks. You should carefully consider the matters discussed under “Risk Factors” beginning on page 7 of this prospectus.
 
Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
 






 
 





The date of this prospectus is March __, 2012
 

 
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TABLE OF CONTENTS
 
      Page
 Prospectus Summary       3
 Summary Financial Information     5
 Risk Factors      7
 Forward-looking Information      10
 Dilution      10
 Market for Common Stock      10
 Dividend Policy      12
 The Offering      12
 Plan of Distribution      12
 Selling Stockholders      13
 Capitalization      15
 Legal Proceedings      15
 Business      15
 Maps     17
 History      24
 Plan of Operations      25
 Management's Discussion and Analysis of Financial Condition and Results of Operations      28
 Management      30
 Stock Ownership of Certain Beneficial Owners and Management      32
 Description of securities      33
 Disclosure of Commission Position of Indemnification for Securities Act Liabilities      33
 Legal Matters      34
 Experts      34
 Interests of Named Experts and Counsel      34
 Where You Can Find More Information      34
 Financial Statements      34
       35
______________


As used in this prospectus, unless otherwise indicated, “we”, “us”, “our”, “Canyon Gold” and the “company” refer to Canyon Gold Corp.

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission (the “SEC”). You should rely only on the information provided in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. The selling stockholders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted.

Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock. The rules of the SEC may require us to update this prospectus in the future.




 
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PROSPECTUS SUMMARY
 
This summary highlights information contained throughout this prospectus and is qualified in its entirety to the more detailed information and financial statements included elsewhere herein. This summary may not contain all the information that may be important to you. Before making an investment decision, you should read carefully the entire prospectus, including the information under the "Risk Factors" section and our financial statements and related notes.
 
Our Business
 
Canyon Gold Corp. was incorporated in the State of Delaware on May 27, 1998.  Our present holdings of mining claims and leases are located in the State of Nevada.  According to SEC Industry Guide No. 7, we are classified or considered an exploration stage mining company, which is defined as a company engaged in the search for mineral deposits or reserves of precious and base metal targets, which are not in either the development or production stage.
 
In July 2011, we acquired 100% of the outstanding capital stock of Long Canyon Gold Resources Corp. of North Vancouver BC, Canada (“Long Canyon”), whereby Long Canyon became our wholly owned subsidiary.  The acquisition of Long Canyon was accounted for as a reverse acquisition and recapitalization, with  Canyon Gold being the legal acquirer and Long Canyon being the accounting acquirer.

Canyon Gold and Long Canyon own and control a 100% interest in approximately 640 acres of mineral lease properties and/or approximately 30 BLM mineral lease claims, situated in the west section of the new Long Canyon Gold Trend area of east central Nevada.  The properties, located in Range 64E., Township 33N., Meridian MDB&M, are held for the purpose of exploration for gold and silver mineralization deposits and are located near existing exploration projects by other mining companies.

Additionally, in May 2011 Long Canyon entered into an option agreement with EMAC Handels AG (“EMAC”) of Pfaeffikon, Switzerland.  Upon exercise of the option, Long Canyon will acquire a 100% interest in approximately 6,250 acres of mineral lease properties and/or 275 BLM mineral lease claims, located adjacent to Canyon Gold and Long Canyon’s 30 claims.

We have engaged the services of Development Resources LLC of American Fork, Utah (“DRLLC”) to conduct preliminary studies of claims.  We intend to conduct exploration activities on the properties in phases. We plan to explore for gold, silver and other minerals on the property covering an area of approximately 6,890 acres, which includes the acres subject to the option. There can be no assurance that a commercially viable mineral deposit exists on our property. Extensive exploration will be required before we can make a final evaluation as to the economic and legal feasibility of any potential deposit.

Our principal executive offices are located at 7810 Marchwood Place, Vancouver BC, Canada, V5S 4A6, telephone (604) 202-3212. The offices of DRLLC responsible for management of the company’s exploration program are located at 125 East Main Street # 307, American Fork, Utah 84003. 

Corporate Name changes

The company was originally incorporated in the State of Delaware on May 27, 1998 as Mayne International, Inc.  The corporate name was changed to Black Dragon Entertainment, Inc. on September 5, 2000, then to Vita Biotech Corporation on July 31, 2002, and to August Energy Corp. on May 27, 2004. We changed our corporate name to the current Canyon Gold Corp. on March 21, 2011.

Our Strategy
 
Canyon Gold and Long Canyon have assembled a portfolio of exploration and potential exploitation projects in the Long Canyon Gold Trend of the State of Nevada. The Long Canyon Gold Trend Area is situated in a mining friendly jurisdiction. Our goal is to secure sufficient capital to conduct the business of exploration and mineral project development.  We continue to examine viable mineral leases that could potentially enhance our portfolio.
 

The Offering

Selling Stockholders

As of the date hereof, and taking into consideration the acquisition of Long Canyon, we have 28,116,702 shares of common stock issued and outstanding. Of those shares, 15,943,702 shares (approximately 56.7%) are held by affiliates of the company and 12,173,000 shares are held by non-affiliates.





 
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The 3,380,000 shares being offered pursuant to this prospectus represent approximately 12% of the total outstanding shares.  Of the 41 selling stockholders, six, are considered affiliates and are offering a total of 1,240,000 shares hereunder, which is approximately 36.7% of the shares offered hereby and approximately 4.4% of the total issued and outstanding common stock.  The remaining 35 selling stockholders are considered non affiliates and are offering a total of 2,140,000 shares hereunder, which is approximately 63.3% of the shares offered hereby and approximately 7.6% of the total issued and outstanding shares.

For a list of selling stockholders and the number of shares offered by each, please refer to the “Selling Stockholder” section.  Of the 41 selling stockholders, 18 are offering an aggregate of 3,150,000 shares (175,000 shares each), or approximately 93% of the total shares offered.

Shares of common stock offered by the company – None

Shares of common stock, which may be sold by the selling stockholders – 3,380,000 shares

Use of proceeds

We will not receive any proceeds from the resale of shares offered by the selling stockholders hereby, all of which proceeds will be paid to the selling stockholders.

Risk factors - The purchase of our common stock involves a high degree of risk as highlighted herein.

Trading Market – OTC Pink Market.

Plan of distribution
 
We expect that selling stockholders could sell their shares primarily through sales into the over-the-counter market, made from time to time at prices that they consider appropriate. See "Plan of Distribution."

Our Common Stock
 
We currently have an authorized capitalization of 200 million shares of common stock, par value $0.0001 per share, of which 28,116,702 shares are issued and outstanding.
 
Summary Financial Information

The acquisition of Long Canyon was accounted for as a reverse acquisition and recapitalization, with Canyon Gold being the legal acquirer.  Accordingly, the consolidated financial statements included herein and the summary financial information set forth immediately below are, in substance, those of Long Canyon as the accounting acquirer, with the assets and liabilities and the revenue and expenses of Canyon Gold being included, effective from the date of the acquisition. The historical financial statements for periods prior to the acquisition are those of Long Canyon, except that the equity section and earnings per share have been retroactively restated to reflect the acquisition.

 
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SUMMARY FINANCIAL INFORMATION
 
The following financial information summarizes the more complete historical audited financial information of Long Canyon Gold Resources Corp., the accounting acquirer, at the end of this prospectus.
 
Statement of Operations Data                            From  
                            Inception on  
    For the Four Months     For the Four Months     For the Year     For the Year     June 19, 2008  
    Ended     Ended     Ended     Ended     through  
    April 30, 2011     April 30, 2010     December 31, 2010     December 31, 2009     April 30, 2011  
            (unaudited)                    
                               
 Revenue                  $ -     $ -     $ -     $ -     $ -  
                                         
      Total operating expenses     26,727       15,750       35,195       25,595       103,267  
                                         
 Net Loss   $ (26,727 )   $ (15,750 )   $ (35,195 )   $ (25,595 )   $ (103,267 )
                                         
      Basic loss per share   $ -     $ -     $ -     $ -     $ -  
                                         
      Weighted average number                                        
           of shares outstanding     27,198,702       17,158,299       24,963,302     $ 17,158,299          
                                         
 
 
 
 Balance Sheet Data                  
    April 30, 2011     December 31, 2010     December 31, 2009        
 ASSETS     (Restated)       (Restated)       (Restated)        
                         
 Total current assets   $ 89,279     $ 17,675     $ 15,820        
                               
 Mineral claims     19,990       -       -        
                               
      Total assets   $ 109,269     $ 17,675     $ 15,820        
                               
                               
 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                              
                               
 Current liabilities                              
                               
      Total current liabilities   $ 6,550     $ -     $ -        
                               
      Total liabilities     6,550       -       -        
                               
                               
 Common Stock     2,720       2,496       1,716          
 Additional paid-in capital     187,516       75,969       39,699          
 Deficit accumulated                                
    during exploration stage     (87,517 )     (60,790 )     (25,595 )        
                                 
 Total stockholders' equity (deficit)     102,719       17,675       15,820          
                                 
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)   $ 109,269      17,675     15,820          
 
 
 
 
 
 
 
 
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SUMMARY FINANCIAL INFORMATION (Continued)
 
    The following financial information summarizes the more complete historical unaudited consolidated financial information of Canyon Gold and Long Canyon at the end of this prospectus:
 
Statement of Operations Data                Inception of  
                Exploration Stage on  
    For the  Six Months     For the  Six Months     June 19, 2008  
    Ended     Ended     through  
    October 31, 2011     October 31, 2010     October 31, 2011  
     (unaudited)      (unaudited)      (unaudited)  
 Revenue                  $ -     $ -     $ -  
                         
 Total expenses     149,517       21,586       237,064  
                         
 Interest on convertible note     1,130       -       1,130  
                         
 Net Loss   $ (150,677 )   $ (21,586 )   $ (238,194 )
                         
 Net (loss) per share   $ (0.00)     $ (0.00)          
                         
      Weighted average number                        
           of shares outstanding     28,116,702       17,158,299          
                         
 
 
 
 Balance Sheet Data                  
    October 31, 2011     April 30, 2011            
 ASSETS    (unaudited)                  
                       
 Total current assets   $ 82,898     $ 89,279            
                           
  Mineral claims     37,820       19,990            
                           
      Total assets   $ 120,718     $ 109,269            
                           
                           
 LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                          
                           
      Total current liabilities   $ 461,130     $ 6,550            
                           
      Total liabilities     461,130       6,550            
                           
                           
 Preferred Stock     110       -              
 Common Stock     2,812       27,199              
 Additional paid-in capital     (105,140 )     163,037              
 Deficit accumulated                            
    during exploration stage     (238,194 )     (87,517 )            
                             
       Total stockholders' (deficit)     (340,412 )     (102,719 )            
                             
Total liabilities and stockholders' equity    $ 120,718     109,269              
                             
 
 
 

 
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RISK FACTORS

An investment in our common stock involves significant risks, and should not be made by anyone who cannot afford to lose his or her entire investment. You should consider carefully the following risks, together with all other information contained in this prospectus, before deciding to invest in our common stock. If any of the following events or risks should occur, our business, operating results and financial condition would likely suffer materially and you could lose all or part of your investment.
 
Risks Relating to Our Business
 
Our auditors have expressed a going concern modification to their audit report.
 
Our independent auditors include a modification in their report to our financial statements expressing that certain matters regarding the company raise substantial doubt as to our ability to continue as a going concern. Note 1 to the April 30, 2011 financial statements states that we have accumulated significant losses since inception, that we presently have a working capital deficit and that we intend to satisfy future financial needs through the sale of debt and equity securities.  There is also an expectation of further losses during the development of our business, all of which raises substantial doubt about our ability to continue as a going concern. There is no assurance that we will be able to obtain adequate financing or to continue as a going concern in the future.
 
We are in the exploration-stage and there is no guarantee that we will be successful in implementing our business plan.
 
We are in the initial stages of exploration with no revenues or income. We have only limited management personnel and we continue to structure our management and our proposed operations. We have a limited operating history to be evaluated by prospective investors.  Future operations are subject to all of the risks inherent in the establishment of a new business enterprise, including the lack of significant operating history. There can be no assurance that future operations will be profitable. Future revenues and profits, if any, will depend upon various factors, including our ability to successfully find and bring a project to a feasibility study status, and fluctuating costs and general economic conditions such as the spot price of the minerals found. There can be no assurance that we will achieve our projected goals or accomplish our business plans.  Such a failure would have a material adverse effect on us and the value and price of our shares.
 
Management has limited experience in the mining industry and we have engaged the services of DRLLC and intend to engage additional services of independent consultants and geologists.
 
Our company and management have limited experience in exploration of mineral deposits.  Accordingly, we have engaged the services of DRLLC to manage our exploration program and, from time-to-time, we intend to retain the services of independent consultants experienced in the mining industry to:
 
 
assist in determining which properties to acquire;
 
 
assist in obtaining the geological expertise to make decisions on whether or not to proceed with the exploration and/or development of a particular property; and
 
 
assist in determining whether a property should be brought to the point of preparing for a feasibility study to determine if the property can be put into production.
 
Our subsidiary, Long Canyon, presently has sufficient funds available to complete phase one of our initial exploration program, consisting of an initial geological report and a full report conducted to industry standards.
 
Our future success depends on our ability to identify and acquire viable mineral deposits and to successfully explore the properties.
 
We are an exploration stage mineral exploration company. In order to succeed, we must acquire and explore mineral reserves, which will involve many factors, including the following:   

 
our ability to exercise on the option agreement to secure ownership of 275 mineral lease claims in the Long Canyon Gold Trend of Nevada;

●      our ability to secure the necessary funds to complete the first two phases of exploration of the property;

●     the presence of viable mineral reserves on the property;

●     our ability to maintain and expand operations as necessary; and

●     our ability to attract and retain a qualified work force.


 
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We cannot assure you that we will achieve or maintain any of the foregoing factors or realize profitable operations in future.
 
       There can be no assurance that a commercially viable mineral deposit exists on our property.
 
Although we believe that initial exploratory results and other geologic information concerning the Long Canyon Gold Trend Area are promising, we can give no assurance that a viable mineral deposit of any kind exists on our property. We anticipate that extensive exploration will be required before we can make a final evaluation as to the economic and legal feasibility of any potential deposits on the property. In the event we are unable to locate a commercially viable mineral deposit, our business could fail and investors in our shares could lose a portion or all of their investment.
 
Future operating results are difficult to predict.
 
We will likely experience significant quarter-to-quarter fluctuations in revenues and net income (loss). Until we are able to emerge from the exploration stage, we are not likely to realize any revenues and our quarter-to-quarter comparisons of historical operating results will not be a good indication of future performance. It is likely that in some future quarter, operating results may fall below the expectations of securities analysts and investors, which could have negative impact on the price of our common stock.
 
We have a limited operating history making it difficult for prospective investors to make an informed investment decision regarding our stock.
 
Our activities to date have been primarily limited to organizational activities and acquiring a property with suitable potential for a drilling program. Businesses in their initial stages of development present substantial business and financial risks and may suffer significant losses from which they may not recover. We face all of the challenges of a new business enterprise. Because we have yet to realize revenues and have a limited operating history, prospective investors in our shares will have little information upon which to base an investment decision and could lose his or her entire investment.
 
We anticipate needing additional financing in order to accomplish our business plan.

At February 29, 2012, we had cash on hand of $117,003.  Management estimates that we will require approximately an additional $1,323,320 to fully implement our current business plan.  We expect to incur numerous expenses in our efforts to commence an exploration and drilling program. There is no assurance that we will be able to secure necessary financing, or that any financing available will be available on terms acceptable to us, or at all.  Any additional offerings of our stock will dilute the holdings of our then-current stockholders. If alternative sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth and operating plans in accordance with the extent of available funding. At the present time, we do not intend to obtain any debt financing from a lending institution. If necessary, our board of directors or other stockholders may agree to loan funds to the company, although there are no formal agreements to do so.

We are dependant upon our directors, officer and consultants, the loss of any of whom would negatively affect our business.
 
We are dependent upon the efforts of our directors, officers and consultants to operate our business. Should any of these persons leave or otherwise be unable to perform their duties, or should any consultant cease their activities for any reason before qualified replacements could be found, there could be material adverse effects on our business and prospects. Our management team is small and has limited experience in establishing and managing large-scale operations. We have not entered into employment agreements with any individuals, and do not maintain key-man life insurance. Unless and until additional employees are hired, our attempt to manage our projects and meet our obligations with such a limited staff could have material adverse consequences, including without limitation, a possible failure to meet a contractual or SEC deadline or other business related obligation.     
 
We may not be able to manage future growth effectively, which could adversely affect our operations and financial performance.
 
The ability to manage and operate our business as we execute our business plan will require effective planning. Significant rapid growth and/or possible future acquisitions could strain management and internal resources that could adversely affect financial performance. We anticipate that future growth or acquisitions could place a significant strain on personnel, management systems, infrastructure and other resources. Our ability to manage future growth effectively will also require attracting, training, motivating, retaining and managing new employees and continuing to update and improve operational, financial and management controls and procedures. If we do not manage growth effectively, our operations could be adversely affected resulting in slower growth and a failure to achieve or sustain profitability.

Being a public company involves increased administrative costs, which could result in lower net income and make it more difficult for us to attract and retain key personnel.
 
As a public company subject to the reporting requirements of the Securities Exchange Act of 1934, we will incur significant legal, accounting and other expenses.  Also, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the SEC, may require changes in corporate governance practices of public companies. We expect these new rules and regulations will increase our legal and financial compliance costs and make some activities more time consuming. For example, in connection with being a public company, we may have to create new board committees, implement additional internal controls and disclose controls and procedures, retain a financial printer, adopt an insider trading policy and incur costs relating to preparing and distributing periodic public reports. These new rules and regulations could also make it more difficult for us to attract and retain qualified executive officers and members of our board of directors, particularly to serve on our audit committee.
 

 
- 8 -

 

We may be subject to government laws and regulations particular to our operations with which we may be unable to comply.
 
The mineral exploration business is subject to many government laws and regulations. It is possible that we may not be able to comply with all current and future government regulations applicable to our business.  Our business is subject to all government regulations normally incident to conducting business, such as occupational safety and health acts, workmen's compensation statutes, unemployment insurance legislation, income tax and social security laws and regulations, environmental laws and regulations, consumer safety laws and regulations. In addition, we are subject to laws and regulations regarding the exploration and operation of our mineral properties. Although we will make every effort to comply with applicable laws and regulations, we can provide no assurance of our ability to do so, nor can we predict the effect of those regulations on our proposed business activities. Failure to comply with material regulatory requirements would likely have an adverse effect on our ability to conduct business and could result in curtailing or ceasing business operations.

We may be subject to environmental laws and regulations particular to our operations with which we are unable to comply.
 
We are engaged in mineral exploration and, accordingly, exposed to environmental risks associated with mineral exploration activity. We are currently in the initial exploration stages on our property interests and have not determined whether significant site reclamation costs will be required. We anticipate that we would only record liabilities for site reclamation when reasonably determinable and when such costs can be reliably quantified. Compliance with environmental regulations will likely be expensive and burdensome.  The expenditure of substantial sums on environmental matters will have a materially negative effect on our ability to implement our business plan and grow our business.
 
The exploration and mining industry is highly competitive, and we are at a disadvantage since many of our competitors are better funded.
 
Discovering, exploring and exploiting a mineral prospect are highly speculative ventures. There are many companies already established in this industry who are better financed and/or who have closer working relationships with productive mining companies. This places our company at a competitive disadvantage. Our goal is to prepare the Long Canyon Trend property to the point where a larger, more established mining company would enter into an agreement with us to fully develop the property. We have not entered into any agreements with any third parties to produce any minerals from our property, nor have we identified any potential partners in that regards. There are no guarantees that we will ever identify suitable partners to assist us in realizing production grade minerals from our property, or that we will be able to enter into contracts with any such partners. If we are unable to identify and/or partner with any third parties to assist us in attaining production grade minerals, we will likely be unsuccessful in producing any such minerals, which would likely have a materially adverse effect on our ability to generate revenues. The inability to generate sufficient revenues could cause us to cease active business operations.
 
Risks Relating to the Offering and Ownership of Our Common Stock

There is a limited trading market for our common stock and there is no assurance that a market will be maintained.

There is currently a limited trading market for our common stock on the OTC Pink Market under the symbol “CGCC.”  In connection with this offering, we have engaged a broker/dealer to make an initial application to the Financial Industry Regulatory Authority (“FINRA”) to have our shares quoted on the OTC Bulletin Board. The application was submitted to FINRA on February 27, 2012.   We cannot give any assurance that an active trading market in our shares will develop or be sustained. If an active trading market for our common stock does not develop, it would be difficult, if not impossible, for stockholders to liquidate their shares. Also, the trading price for our shares may be highly volatile and subject to significant fluctuations in response to variations in our quarterly operating results and other factors. These price fluctuations may adversely affect the liquidity of our shares, as well as the price that holders may realize for their shares upon any future sale.

A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, we have no plans to register our securities in any particular state. Whether stockholders may trade their shares in a particular state is subject to various rules and regulations of that state.
 
The market price of our common stock could be subject to significant fluctuations and the market price could be subject to any of the following factors:
 
 
our ability to successfully explore our mineral prospect;
 
 
our failure to achieve and maintain profitability;
 
 
changes in earnings estimates and recommendations by financial analysts;
 
 
actual or anticipated variations in our quarterly and annual results of operations;
 
 
changes in market valuations of similar companies;
 
 
announcements by competitors of significant contracts, acquisitions, commercial relationships, joint ventures or capital commitments;
 
 
the loss of significant partnering relationships; and
 
 
general market, political and economic conditions.
 
In the past, following periods of extreme volatility in the market price of a company's securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management's time and attention, which would otherwise be used to benefit our business.
 
 
Effective voting control of our company is held by directors and certain principal stockholders.
 
Approximately 56.7% of our outstanding shares of common stock are held by our directors and a small number of principal (5%) stockholders. These persons have the ability to exert significant control in matters requiring stockholder vote and may have interests that conflict with other stockholders. As a result, a relatively small number of stockholders acting together have the ability to control all matters requiring stockholder approval, including the election of directors and approval of acquisitions, mergers and other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company. It could also deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and it may affect the market price of our common stock.
 
We do not expect to pay dividends in the foreseeable future, which could make our stock less attractive to potential investors.
 
We anticipate that we will retain any future earnings and other cash resources for operation and business development and do not intend to declare or pay any cash dividends in the foreseeable future. Any future payment of cash dividends will be at the discretion of our board of directors after taking into account many factors, including operating results, financial condition and capital requirements. Corporations that pay dividends may be viewed as a better investment than corporations that do not.

Our shares trade on the OTC Pink Market and transactions may be subject to certain "penny stock” regulation, which could have a negative effect on the price of our shares in the marketplace.

Trading of our common stock may be subject to certain provisions, commonly referred to as the penny stock rules, promulgated under the Securities Exchange Act of 1934.  A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.  If our stock is deemed to be a penny stock, trading in the shares will be subject to additional sales practice requirements on broker-dealers.  These may require a broker dealer to:

●      make a special suitability determination for purchasers of penny stocks;

●      receive the purchaser's prior written consent to the transaction; and

●      deliver to a prospective purchaser of a penny stock, prior to the first transaction, a risk disclosure document relating to the penny stock market.

Consequently, penny stock rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock, which could affect the ability of stockholders to sell their shares.  These requirements may be considered cumbersome by broker-dealers and could impact the willingness of a particular broker-dealer to make a market in our shares, or they could affect the value at which our shares trade.  Also, many prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.
 
Future sales or the potential for sale of a substantial number of shares of our common stock could cause our market value to decline.
 
As of November 1, 2011 we have 28,116,702 shares of common stock outstanding, of which 3,380,000, shares, or approximately 12% of the total outstanding, are being offered by selling stockholders under this prospectus. The shares offered by selling stockholders will be freely tradable without restriction upon the effectiveness of our registration statement.

 
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Of the remaining shares outstanding, 24,618,702 shares are considered restricted securities and may be sold only pursuant to a registration statement or the availability of an appropriate exemption from registration. Sales of a substantial number of these restricted shares in the public markets, or the perception that these sales may occur, could cause the market price of our common stock to decline and materially impair our ability to raise capital through the sale of additional equity securities.

If we issue additional shares of common stock in the future, current holders could suffer immediate and significant dilution, which could cause the price of our shares to decline and investors in the shares could lose all or a portion of their investment.
 
We are authorized to issue 200 million shares of common stock and 20 million shares of preferred stock. Currently we have 171,883,298 shares of authorized but unissued common stock and 18,900,000 million shares of authorized but unissued preferred stock. The 600,000 shares of Series A convertible preferred stock issued, is held by EMAC Handels AG.  In addition the company issued 500,000 shares of Series B convertible preferred to DRLLC as partial payment for the acquisition of the 30 mineral lease claims.  These preferred shares are convertible into 5,000,000 of common stock. Our board of directors will have broad discretion in the future issuances of both common and preferred shares. Future issuances of shares may be for cash, property or services, acquisitions, or for several other reasons such as to make it more difficult or to discourage an attempt to obtain control of the company by means of a merger, tender offer, proxy contest, or otherwise. For example, if in the due exercise of its fiduciary obligations the board of directors determines that a takeover proposal was not in the company's best interests, unissued shares could be issued by the board without stockholder approval. This might prevent, or render more difficult or costly, completion of an expected takeover transaction.
 
We do not presently contemplate additional issuances of common or preferred stock in the immediate future. However if such additional stock were to be issued, it could have a materially adverse effect on the aggregate voting power of existing stockholders. Our board of directors has authority, without action or vote of our stockholders, to issue all or part of the authorized but unissued shares. Any future issuance of shares will dilute the percentage ownership of existing stockholders and may dilute the book value of the common stock.
 
The existence of warrants, options, debentures or other convertible securities would likely dilute holdings of current stockholders and new investors.
 
As of the date of this prospectus, there are no options or warrants to purchase our common stock. There are presently outstanding convertible notes that may be converted into 101,000 shares of common stock. We have also issued 600,000 shares of Series A preferred stock and 500,000 shares of Series B preferred stock, each share of which is convertible into 10 shares of common stock, only after 12 months from the day our common stock is traded on the OTC Bulletin Board.   If management decides to offer incentive options to key employees, the existence of these options may hinder our future equity offerings. The exercise of outstanding and new options would further dilute the interests of all of our existing stockholders. Future resale of the shares of common stock issuable on the exercise of warrants and/or options may have an adverse effect on the prevailing market price of our common stock. Furthermore, holders of warrants and/or options may exercise them at a time when we would otherwise be able to obtain additional equity capital on terms more favourable to us.


FORWARD-LOOKING INFORMATION
 
This prospectus contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will” “should," “expect," "intend," "plan," anticipate," "believe," "estimate," "predict," "potential," "continue," or similar terms, variations of such terms or the negative of such terms. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including those risks discussed in the “Risk Factors” section beginning on page 7. Although forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

DILUTION
 
We are not offering or selling any of the shares of common stock in this offering. All of the offered shares are held by selling stockholders and, accordingly, no dilution will result from the sale of the shares.
 

MARKET FOR OUR COMMON STOCK
 
Our common stock is presently trading on the OTC Pink Market under the symbol “CGCC”, although there has not been an active trading market for the shares. Accordingly, we are not including a history of reported trades in the public market.  The most recent reported trade by the OTC Pink Market was on February 24, 2012 at $0.55 per share.



 
- 10 -

 

        We have engaged the services of a broker/dealer who has submitted an initial application to FINRA on February 27, 2012 to have our shares quoted on the OTC Bulletin Board.  The application consists of current corporate information, financial statements and other documents as required by Rule 15c2-11 of the Securities Exchange Act of 1934. Inclusion on the OTC Bulletin Board will permit price quotations for our shares to be published by that service. If accepted for inclusion on the OTC Bulletin Board, we do not anticipate an immediate public trading market in our shares.  Except for the application to the OTC Bulletin Board, there are no plans, proposals, arrangements or understandings with any person concerning the development of a trading market in any of our securities. There can be no assurance that our shares will be accepted for trading on the OTC Bulletin Board or any other recognized market. Also, there can be no assurance that a public trading market will develop following acceptance by the OTC Bulletin Board or at any other time in the future or, that if such a market does develop, that it can be sustained.
 
The ability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, we have no plans to register our securities in any particular state.
 
Penny Stock Rule
 
It is unlikely that our securities will be listed on any national or regional exchange or The Nasdaq Stock Market in the foreseeable future.  Therefore our shares most likely will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the "penny stock" rule.  Section 15(g) sets forth certain requirements for broker-dealer transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

The SEC generally defines a penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.  Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is:

 
registered and traded on a national securities exchange meeting specified criteria set by the SEC;

 
authorized for quotation on The Nasdaq Stock Market;

 
issued by a registered investment company;

 
excluded from the definition on the basis of price (at least $5.00 per share) or the issuer's net tangible assets; or

 
exempted from the definition by the SEC.

Broker-dealers who sell penny stocks to persons other than established customers and accredited investors, are subject to additional sales practice requirements.  An accredited investor is generally defined as a person with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse.

For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must receive the purchaser's written consent to the transaction prior to the purchase.  Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market.  A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities.  Finally, monthly statements must be sent to clients disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks.  Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock and may affect the ability of stockholders to sell their shares.

These requirements may be considered cumbersome by broker-dealers and could impact the willingness of a particular broker-dealer to make a market in our shares, or they could affect the value at which our shares trade. Classification of the shares as penny stocks increases the risk of an investment in our shares.
 
 Rule 144

A total of 24,618,702 shares of our common stock presently outstanding and not being registered for resale under this prospectus, are deemed to be “restricted securities” as defined by Rule 144 under the Securities Act of 1933 (the “Securities Act”). Rule 144 is the common means for a stockholder to resell restricted securities and for affiliates, to sell their securities, either restricted or non restricted, control shares. Rule 144 was amended by the SEC, effective February 15, 2008.
 
Under the amended Rule 144, an affiliate of a company filing reports under the Exchange Act who has held their shares for more than six months, may sell in any three-month period an amount of shares that does not exceed the greater of:

●       the average weekly trading volume in the common stock, as reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding such sale, or

●     1% of  the shares then outstanding.

 
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Sales by affiliates under Rule 144 are also subject to certain requirements as to the manner of sale, filing appropriate notice and the availability of current public information about the issuer.

A non-affiliate stockholder of a reporting company who has held their shares for more than six months, may make unlimited resales under Rule 144, provided only that the issuer has available current public information about itself.  After a one-year holding period, a non-affiliate may make unlimited sales with no other requirements or limitations.
 
An important exception to the availability of the amended Rule 144 is that Rule 144 is not available for either a reporting or non-reporting shell company, unless the company:

 
has ceased to be a shell company;

 
is subject to the Exchange Act reporting obligations;

 
has filed all required Exchange Act reports during the preceding twelve months; and

 
at least one year has elapsed from the time the company filed with the SEC, current Form 10 type information reflecting its status as an entity that is not a shell company.
 
Because Canyon Gold was previously classified as a “shell” company, stockholders who currently hold restricted shares of common stock, will not be able to rely on Rule 144 until one year after we cease to be a shell company and have filed with the SEC adequate information that we are no longer a shell company.  The information included in the registration statement of which this prospectus is a part, is intended to be adequate information and, accordingly, our stockholders, both affiliates and non affiliates, will be eligible to use Rule 144 after one year from the initial filing of the registration statement.

We cannot predict the effect any future sales under Rule 144 may have on the market price of our common stock, if a market for our shares develops, but such sales may have a substantial depressing effect on such market price.
 

DIVIDEND POLICY
 
We have never declared cash dividends on our common stock, nor do we anticipate paying any dividends on our common stock in the future.


THE OFFERING

Commencing the date of this prospectus, selling stockholders propose to offer shares of our common stock in the over-the-counter market or otherwise, at market prices prevailing at the time of sale, at prices related to the prevailing market price, or at negotiated prices.
 
Our shares are presently quoted on the OTC Pink Market. Contemporaneously with the filing of the registration statement to which this prospectus relates, we will request that a broker-dealer submit an application to have our shares quoted on the OTC Bulletin Board. There can be no assurance that our shares will be accepted by the OTC Bulletin Board or that an active market for our shares will be established.


PLAN OF DISTRIBUTION
 
The selling stockholders identified in this prospectus may offer and sell up to 3,380,000 shares of our common stock. The selling stockholders may sell all or a portion of their shares of common stock through public or private transactions at prevailing market prices or at privately negotiated prices.

As used in this prospectus, the term "selling stockholders" includes pledges, transferees or other successors-in-interest selling shares received from the selling stockholders as pledges, assignees, borrowers or in connection with other non-sale-related transfers after the date of this prospectus. This prospectus may also be used by transferees of the selling stockholders, including broker-dealers or other transferees who borrow or purchase the shares to settle or close out short sales of shares of common stock. Selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale or non-sale related transfer. We will not receive any of the proceeds from sales by the selling stockholders.
 
We expect that the selling stockholders will sell their shares primarily through the over-the-counter market made from time-to-time at prevailing market prices. Selling stockholders may sell, from time-to-time in one or more transactions at or on any stock exchange, market or trading facility on which shares are traded in the future or in private transactions. Sales may be made at fixed or negotiated prices, and may be effected  by means of one or more of the following transactions, which may involve cross or block transactions:

 
 
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
 
 
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
 
 
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
 
 
an exchange distribution in accordance with the rules of the applicable exchange;
 
 
privately negotiated transactions;
 
 
settlement of short sales;
 
 
transactions in which broker-dealers may agree with one or more selling stockholders to sell a specified number of such shares at a stipulated price per share;

 
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or
 
 
A combination of any of the above or any other method permitted pursuant to applicable law.
 
Selling stockholders may also sell shares under existing exemptions under the Securities Act, such as Rule 144 if available, rather than under this prospectus. The selling stockholders will have the sole discretion not to accept any purchase offer or make any sale of their shares if they deem the purchase price to be unsatisfactory at a particular time. To the extent required, this prospectus may be amended and supplemented from time to time to describe a specific plan of distribution.
 
Broker-dealers engaged by selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders or, if any broker-dealer acts as agent for the purchase of shares, from the purchaser, in amounts to be negotiated. Selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.
 
In connection with sales of common stock or interests therein, selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. Selling stockholders may also engage in short sales, puts and calls or other transactions in our securities or derivatives of our securities and may sell and deliver shares in connection with these transactions.
 
Selling stockholders and broker-dealers or agents involved in an arrangement to sell any of the offered shares may, under certain circumstances, be deemed to be "underwriters" within the meaning of the Securities Act. Any profit on such sales and any discount, commission, concession or other compensation received by any such underwriter, broker-dealer or agent, may be deemed an underwriting discount and commission under the Exchange Act. No selling stockholder has informed us that they have an agreement or understanding, directly or indirectly, with any person to distribute the common stock. If a selling stockholder should notify us that they have a material arrangement with a broker-dealer for the resale of their shares, we would be required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreement between the selling stockholder and broker-dealer or agent.
 
We have agreed to pay all fees and expenses incurred by us incident to the registration of the common stock, including SEC filing fees. Each selling stockholder will be responsible for all costs and expenses in connection with the sale of their shares, including brokerage commissions or dealer discounts. We will indemnify selling stockholders against certain losses, claims, damages and liabilities, including certain liabilities under the Securities Act.

Once sold under the registration statement of which this prospectus is a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.
 
Selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of common stock by them. The foregoing may affect the marketability of such securities. To comply with the securities laws of certain jurisdictions, if applicable, the common stock will be offered or sold in such jurisdictions only through registered or licensed brokers or dealers.
 
Selling stockholders and other persons participating in the sale or distribution of the shares offered hereby, will be subject to applicable provisions of the Securities Exchange Act of 1934 and rules and regulations promulgated there under, including, without limitation, Regulation M. With certain exceptions, Regulation M restricts certain activities of, and limits the timing of purchases and sales of any of the shares by, selling stockholders, affiliated purchasers and any broker-dealer or other person who participates in the sale or distribution. Under Regulation M, these persons are precluded from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security subject to the distribution until the distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of these limitations may affect the marketability of the shares offered by this prospectus.

No selling stockholder is a broker-dealer or an affiliate of a broker-dealer.

 
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SELLING STOCKHOLDERS
 
We are registering the shares of our common stock offered for resale pursuant to this prospectus to afford selling stockholders the opportunity to sell their shares in a public transaction. The selling stockholders are offering hereby a total of up to 3,380,000 shares of our common stock. The following table provides information regarding the beneficial ownership of our common stock being offered for resale by selling stockholders. Each selling stockholder’s percentage of ownership depicted below is based on 28,116,702 shares of our common stock outstanding as of the date of this prospectus. The table includes the number of shares owned beneficially by each selling stockholder, the number of shares, which may be offered for resale pursuant to this prospectus and the number of shares to be owned beneficially by each selling stockholder after the offering. The table has been prepared on the assumption that all the shares of common stock offered under this prospectus will be sold.

Of the 3,380,000 shares offered hereby, 1,240,000 shares (36.7%) are being offered by six stockholders considered to be affiliates of Canyon Gold as an officer, director, promoter or principal (5%) stockholders.  These stockholders are as follows:  (i) Delbert Blewett, director, 185,000 shares (10,000 by Mr. Blewett and 175,000 by Star Anchor Investments Ltd.); (ii), Harold Schneider, director of Long Canyon, 5,000 shares; and (iii) 5% stockholders Rolf Bermann, EMAC Handels AG (owned and controlled by Richard Hiestand), Berta Furrer and Velania Treuhand AG (owned and controlled by Thomas Hiestand), 175,000 shares each.
 
In computing the number of shares beneficially owned by a selling stockholder and the percentage ownership of that selling stockholder, we have included all shares of common stock owned or beneficially owned by that selling stockholder. The selling stockholders may offer the shares for sale from time to time in whole or in part. Except where otherwise noted, the selling stockholders named in the following table have, to our knowledge, sole voting and investment power with respect to the shares beneficially owned by them.

Any or all of the securities listed below may be retained by any of the selling stockholders and, therefore, no accurate forecast can be made as to the number of securities that will be held by the selling stockholders upon termination of this offering. The selling stockholders are not making any representation that any shares covered by this prospectus will be offered for sale.
  

 
- 13 -

 


 
Beneficial Ownership
Name
 
Number of
Shares Owned
 
Number of Shares
Being Registered
Number of
Shares Owned
After Offering
 
     Percentage
   After Offering
Andina, Sandra
10,000
10,000
0
0.00 %
Barner, Raymond
5,000
5,000
0
0.00 %
Bermann, Rolf
1,695,000
175,000
1,520,000
5.41 %
Bewernick, Daniel
5,000
5,000
0
0.00 %
Bewernick, Elisabeth
5,000
5,000
0
0.00 %
Bewernick, Jillian
5,000
5,000
0
0.00 %
Blewett, Delbert
10,000
10,000
0
0.00 %
Buckler, Glen
1,000,000
175,000
825,000
2.93 %
Carpenter, Cris
5,000
5,000
0
0.00 %
Derrypartners (1)
650,000
175,000
475,000
1.69 %
Dick, Mel
5,000
5,000
0
0.00 %
Divine Investments (2)
5,000
5,000
0
0.00 %
Dye, Cynthia
5,000
5,000
0
0.00 %
EMAC Handels AG (3)
1,998,699
175,000
1,823,699
6.49 %
Fitzhugh, Randy
5,000
5,000
0
0.00 %
Fraser, Robert
5,000
5,000
0
0.00 %
Furrer, Berta
2,685,000
                 175,000
         2,510,000
8.93 %
Going, James
5,000
5,000
0
0.00 %
Hebron Holdings (4)
5,000
5,000
0
0.00 %
Hefti, Fred
5,000
5,000
0
0.00 %
Heinzle, Elisabeth
1,000,000
175,000
825,000
2.93 %
Hiestand, Cristian
1,325,000
175,000
1,150,000
4.09 %
Hiestand, Mihaela
100,000
100,000
0
0.00 %
Hiestand, Reinhard
650,000
175,000
475,000
1.69 %
Hiestand, Thomas
1,000,000
175,000
825,000
2.93 %
Holmgren, Wilma
1,250,000
175,000
1,075,000
3.82 %
Kessler, Mathis
1,010,000
175,000
835,000
0.00 %
Rusheen Handels AG(5)
1,250,000
175,000
1,075, 000
3.82%
Ritler, Stefan
1,010,000
175,000
835,000
2.97 %
Schneider, Harold
5,000
5,000
0
0.00 %
Schwegler, Markus
5,000
5,000
0
0.00 %
Schwyter, Duska
1,010,000
175,000
835,000
2.97 %
Shorter, Clinton
1,010,000
175,000
835,000
2.97 %
Star Anchor Investments(6)
1,200,000
175,000
1,025,000
3.65 %
Strubin, Henry
10,000
10,000
0
0.00 %
Two Small Men (7)
10,000
10,000
0
0.00 %
Velania Treuhand AG (8)
6,700,000
175,000
6,525,000
23.21 %
Watson, Glen
5,000
5,000
0
0.00 %
Weber, Fred
5,000
5,000
0
0.00 %
Zueger, P.
5,000
5,000
0
0.00%
Zuerger, T.
   1,325,000
    175,000
   1,150,000
    4.09 %
 
 27,998,699
 3,380,000
 24,618,699
 87.93 %
Notes to Table:
(1)  
Derry Partners: owned and controlled by: Ali Arslan, Lintheschergasse 23, Zurich, Switzerland.
 (2)  Divine Investments: owned and  controlled by: Harold Bewernick, 7565-132 St., Surrey BC, Canada.
(3)  
EMAC Handels AG: owned and controlled by: Reinhard Hiestand, Schuetzenstr. 22, Pfaeffikon, Switzerland.
(4)  
Hebron Holdings: owned and controlled by: Nathan Kern, 12609 Issaquah Hobart Rd., Issaquah WA 98027.
(5)  
Rusheen Handels AG: owned and controlled by John Young, Avenida Mendonca Furtado #992, Macapa-Amapa, Brazil.
(6)  
Star Anchor Investments: owned and controlled by: Delbert G. Blewett, 7810 Marchwood Pl., Vancouver BC, Canada.
(7)  
Two Small Men: owned and controlled by: Glen Buckler, 15895-84th Ave., Surrey BC, Canada.
(8)  
Velania Treuhand AG: owned and controlled by: Thomas Hiestand, Churerstr. 106, Pfaeffikon, Switzerland.

 
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CAPITALIZATION

The following table sets forth our actual capitalization at October 31, 2011. This table should be read in conjunction with the financial statements and the notes thereto included elsewhere in this prospectus.
 
 
 
    October 31, 2011  
    (Unaudited)  
 Preferred stock: 20,000,000 shares authorized, par value $0.0001      
           1,100,000 shares issued and outstanding   $ 110  
 Common stock: 200,000,000 shares authorized,        
           Par value of $0.0001; 28,116,702 shares issued and outstanding     2,812  
 Additional paid-in capital     (105,140 )
 Deficit accumulated during exploration stage     (238,194 )
         
 Total stockholders' deficit   $ ( 340,412 )
 

LEGAL PROCEEDINGS
 
From time-to-time, we may be involved in various claims, lawsuits, and disputes with third parties incidental to the normal operations of the business. As of the date of this prospectus, we are not aware of any material claims, lawsuits, disputes with third parties or regulatory proceedings that would have any material affect on our company.


BUSINESS

We are an exploration stage, mineral company and, in July 2011, we acquired 100% of the issued and outstanding shares of Long Canyon Gold Resources Corp. of North Vancouver BC, Canada (formerly Ferguson Holdings Ltd.).  The acquisition of Long Canyon was accounted for as a reverse acquisition and recapitalization, with Canyon Gold being the legal acquirer and Long Canyon being the accounting acquirer. As a result of the acquisition, Long Canyon became our wholly owned subsidiary. Canyon Gold and Long Canyon own and control a 100% interest in approximately 30 BLM mineral lease claims situated on approximately 640 acres of mineral lease properties.

In April 2011, Long Canyon entered into an option agreement with EMAC Handels AG (“EMAC”) of Pfaeffikon, Switzerland. EMAC owns and controls a 100% interest in 275 mineral lease claims situated on approximately 6,250 acres of mineral lease properties adjoining the 640 acres owned by Long Canyon.  The option agreement allows Long Canyon to earn a 100% interest in the 6,250 acres for the exercise price of $350,000 and 425,000 shares of Canyon Gold Series B preferred stock.   The agreement also provided to EMAC a 2% Net Smelter Royalty on the 275 claims subject to the option agreement.

In exchange for the acquisition of Long Canyon, we issued to the stockholders of Long Canyon 27,998,699 shares of our common stock and 500,000 Series B preferred shares, which are convertible into a total of 5.0 million of our common shares.  The Series B preferred shares were assigned to DRLLC as consideration for the 30 BLM mineral lease claims previously acquired by Long Canyon from DRLLC. On July 22, 2011, we issued to EMAC, 600,000 Series A preferred shares, convertible into 6.0 million shares of common stock.  The Series A preferred shares satisfied certain payables to EMAC in connection with Long Canyon’s acquisition of mineral claims and certain related party payables. The payables refer to certain executive and administrative services provided to Canyon Gold and Long Canyon.  Also, at the time of the Long Canyon acquisition, Long Canyon and Canyon Gold agreed that the 600,000 Series A preferred shares would be transferred to EMAC in consideration for a payable to EMAC.   The preferred shares are only convertible into common stock starting 12 months after the first day that our common stock is traded on the on the OTC-Bulletin Board.

All of the acquired claims and the claims subject to the option are located in the west section of the new Long Canyon Gold Trend area of Nevada. We intend to explore the claims for gold and silver mineralization deposits. These properties are located next to other exploration projects owned by other mining companies in the Long Canyon Gold Trend. All of the claims are located in Range 64E, Township 33N., Meridian MDB&M.

We have engaged the services of Development Resources LLC of American Fork, Utah (“DRLLC”) to conduct preliminary studies of our claims. Titles to the first 30 claims (approximately 640 acres), owned and controlled by us, and the 275 claims subject to the option agreement, have been recorded in the name of DRLLC. Pursuant to the agreements with Long Canyon and DRLLC, titles to the claims are to be transferred and registered in the name of Canyon Gold Corp.  Upon exercise of the option agreement, of which there can be no assurance, we would own and control approximately 6,890 acres and 305 claims.

The agreement with DRLLC provided that Long Canyon pay to DRLLC $30,000, which funds were to used to complete full staking and acquisition of mineral lease claims.   DRLLC would then assign to Long Canyon a 100% interest in the claims, subject to DRLLC holding a 3% Net Smelter Royalty on the claims.  Long Canyon is obligated to pay all BLM and State of Nevada registration fees and to perform initial exploration work on the claims.  Also, DRLLC will retain a first right of refusal to buy back the claims in the event Long Canyon / Canyon Gold intends to sell the claims.

 
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We are conducting exploration activities on the properties in phases.  As we proceed, we will record and transfer to the company all title to the property upon which we are conducting exploration activities, which titles are presently held in the name of DRLLC.  We intend to explore for gold, silver and other minerals on the property covering an area of approximately 6,890 acres. There is no assurance that a commercially viable mineral deposit exists on our property. Extensive exploration will be required before we can make a final evaluation as to the economic and legal feasibility of any potential deposit.
 
Our principal executive office is located at 7810 Marchwood Place, Vancouver BC, Canada, V5S 4A6, telephone (604) 202-3212.  The office of DRLLC that is responsible for management of exploration program is located at 125 East Main Street # 307, American Fork, Utah 84003.

Exploration Properties
 
       Our mineral lease properties are located in the Long Canyon Gold Trend in the Spruce Mountain Mining District, Nevada.  The area is generally characterized by an average elevation of approximately 5,600 feet and is made up of gentle rising hills and ridges to about 6,000 feet to the west and 5,800 feet to the east. The ridges and elevation increase to the south to an elevation of 6,800 feet at Ventosa Peak. The highest elevation in the district is Spruce Mountain at an elevation of just over 10,000 feet, located approximately 16 miles due south of our claims. The trees on these properties are small Spruce, Pine and scrub brush, not densely covered with many open areas on the higher ridges and side slopes with open areas in the small valleys at lower elevations.

All of our claims are located in one block in a semi-remote area with no infrastructure in place.  The only access to the properties is by historic gravel or dirt roads and trails.  There is no current access to water or power, although we do not foresee a need during the first phases of exploration.  Typically, all contract personnel carry their own water and have portable generators for their operations, including phase two drill programs.  Drilling operators supply tanker trucks for their water needs.

In the event an ore body is discovered as a result of our exploration programs, significant additional funding would be necessary to proceed.  In order to satisfy this need, we anticipate seeking a strategic partnership or joint venture with a much larger mining company in order to fund additional heavy exploration drilling, feasibility studies and establishing mining operations. A feasibility study would detail the costs to provide all infrastructure including, but not limited to, pumping water from underground sources or building lakes to hold such water needs, building electrical lines to the area for needed power or using stand alone large generator systems to provide necessary power. It is our intent to remain an exploration company and to seek a partner to further develop and operate our properties.  Presently, there can be no assurance that we will discover minerals in a commercially viable amount or that we would be able to secure a strategic partner to provide necessary funding to become operational.

Regulatory Requirements

In order to maintain the company’s claims and/or leases, we must make annual payments to the Bureau Land Management (“BLM”) and State of Nevada, due in September of each year.  Payment to the BLM is $145 per claim and the State of Nevada is $70 per claim.

We currently own the 30 BLM mineral leases from our acquisition of Long Canyon.  Thus, in September 2012, we must pay the BLM $4,350 and the State of Nevada $2,100.  The 275 claims under option with EMAC are 100% owned by EMAC who will be responsible for payments in September 2012 of $39,875 to the BLM and $19,250 to the State of Nevada.  Upon exercise of the option, Canyon Gold will be responsible for these payments.

Phase one of our exploration program, completing a preliminary geological report on our four sections of BLM mineral lease claims, required no permits or bonding, provided there was no surface land disturbance of more than one-third acre.  Phase two, provided preliminary geological reports are favorable, will proceed with a drill program to confirm mineralization on these target areas from the surface to depth.  If initial core samples show evidence of gold mineralization, a geological, grid maps will be produced to lay out an extensive drill program to define a potential mineable ore body.  Phase two will require an “Access and Land Use Permit” from the BLM and State of Nevada.  Generally, this will require about 30 days for the filing process and cost approximately #12,000 for a bond to assure the reclamation of the subject areas.  We anticipate that processing the paperwork for the permit and securing the requisite bond will be completed during the first quarter of 2012 so that the permits can be in place to begin phase two during the second quarter of 2012.

Royalties

Presently, we are committed to pay a 3% Net Smelter Royalty (“NSR”) to DRLLC on all of our 305 claims pursuant to the agreement between DRLLC and Long Canyon. We are also obligated to pay EMAC a 2% NSR on the 275 claims subject to the option agreement with EMAC.

Maps of Properties

The follow are maps and pictures of the company’s properties.

 
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ELKO - WELL - CLAIMS

 

Scale:  1 Inch = 10 Miles

 
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ROAD - WELLS TO CLAIMS 
 
                                          N
 
 
                                                                              
                        
                         N

 
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CLAIMS GRID
 
 
 
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CLAIMS AREA

At Center
40º 47’ 18” N – 114º 51’ 26” W

Elevation: 5,654 ft.
(average elev.: 5,600 – 6,000 ft.)

(The positioning of the Claims to the actual location are an approximation)
 
                           N
                   
 
 
 
 
 
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HISTORY

Spruce Mountain Mining District

Our properties lie at the north end of the Spruce Mountain district, in southern Elko County, approximately 19 miles south of Wells, Nevada.  The properties are located near Highway 93 on the old Tobar Road, which provides easy access to the area.  The Spruce Mountain district covers the north flank and summit of Spruce Mountain and part of the Spruce Mountain Ridge to the north. Spruce Mountain and Spruce Mountain Ridge form a somewhat isolated spur between the Pequop Mountains on the east and Clover Valley on the west.

Spruce Mountain has seen mining activity since 1869. During the early years, small communities such as Sprucemont, Spruce, Hickneytown, Monarch, Black Forest, Latham, Jasper, Steptoe, Johnson, and Killie were founded and then declined. These mining camps stretched for six miles, from the western to the eastern slopes of Spruce Mountain. In 1869, W.B. Latham discovered the Latham mine, later renamed the Killie. The lead-silver ore was sufficiently valuable that a small rush of prospectors came to the area. Within months, three new mines, the Black Forest, the Juniper, and the Fourth of July, began production.

Three separate mining districts, the Latham, Johnson and Steptoe districts, were initially created in the Spruce Mountain area. On September 26, 1871, the three districts were consolidated, and the Spruce Mountain Mining District was created.

From 1869 to the 1930's, lead, silver, copper and zinc were produced from several underground mines in the Spruce Mountain district. The Standard and Old Paramount mines are on the RenGold Spruce Mountain property. Several other historical underground workings are located to the east of the property.

No production has taken place on Spruce Mountain since 1961. Some exploration occurred through the 1980s, but none were considered worthy of extensive mining.  Between 1958 and 1982, several companies conducted exploration for porphyry molybdenum deposits throughout the district. In 1984 and 1985, Santa Fe Mining Inc. remapped the western portion of the district, took rock and soil samples, conducted a VLF survey and drilled 33 RC holes, 30 of these on the Spruce Mountain property. Several of these holes intersected gold mineralization in the northern part of the Spruce Mountain property (the North Target) leading to recent in the district for gold potential.

In 1996 and 1997, Battle Mountain Gold Corp explored primarily to the east of the Spruce Mountain property. Between 1997 and 2009, Teck Resources, Inc. and Nevada Pacific Gold (US) Inc. explored the property. In 2009 AuEx took rock samples, staked the SM claims and quitclaimed the claims to Renaissance in 2010.

Geology

The oldest rocks exposed in the Spruce Mountain district consist of limestone of the Ordovician Pogonip Formation, which crops out on the summit and west slope of Spruce Mountain. It is overlain by, or is in fault contact with limestone, dolomite, shale, and quartzite of the Silurian through Permian ages. The sedimentary rocks are tilted gently to moderately eastward, displaced along the Spruce Mountain thrust fault, and are cut by steep north-northwest and east-trending normal faults.

The sedimentary rocks have been intruded by a granite porphyry dike that cuts across the north side of Spruce Mountain in a northeasterly direction. This porphyry, where seen near the Killie mine and east of the Black Forest mine, is bleached and kaolinized, and contains sericite, euhedral quartz phenocrysts, and some fine-grained sulfides. Many of the mines and prospects in the district are found along the trend of this porphyry dike. Three or more small or irregular stocks of granite porphyry and diorite are intruded along and near the crest of the ridge.

Limestone adjacent to some of the intrusive contacts is metamorphosed to skarn consisting of quartz, calcite, garnet, fluorite, actinolite, diopside, and other pyroxenes. The largest metamorphic zone is on the west side of the range. Between the contact zone and the main dike, there are two prominent knoblike outcrops of iron-oxide stained quartz-cemented breccias pipe. On the east side of the range, the northeastward continuation of the zone of intrusive is marked by outcrops of jasperoid.
 
Two kinds of metalliferous orebodies have been mined in the Spruce Mountain district; (i) bedded replacement deposits of lead, silver, copper, and (ii) zinc in limestone and skarn, and fissure-filling stock work deposits of lead and silver with minor gold along normal faults in limestone, skarn, quartz breccias, and granite porphyry. Replacement deposits in limestone and skarn occur near the center of the district. Ore shoots were commonly a few feet thick, and as much as 100 feet long. Mineralization extended up to 100 feet away from the fissures into the limestone host rock. Bedded replacement deposits yielded most of the early production from the district.

The deepest ore shoot in the district was mined to the 520-foot level in the Monarch mine. To the northeast, at the Humbug mine and nearby prospects, outcrops of gossan and jasperoid occur in siliceous breccias along shear zones in limestone.


 
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         Most orebodies in the district were mined primarily for lead and silver, with increasing amounts of zinc recovered in the later years of production. Orebodies in which copper predominates generally occur adjacent to the intrusive bodies. Proportions of lead, silver, gold, copper, and zinc vary widely among the different orebodies.

Recent Activity

Our properties are in immediate proximity on the north to a 35 square mile area owned by Renaissance Gold, in joint venture with NuLegacy Gold. The two companies have collected soil samples and exposed rock chip samples that may indicate anomalous gold.

In February 1011, Newmont Gold acquired properties in the Spruce Mountain area and has begun gold mining activities.  Frontier Gold and AuEx Ventures are joint venturing in exploration drilling to define a possible gold ore body in the area. AuEx Ventures has also entered into a joint venture drilling project with Agnico-Eagle USA in an area adjoining our properties to the west. The Renaissance Gold Group has formed a joint venture with NuLegacy Gold to conduct exploration activities in close proximity to our properties. Just to the south of our properties is another Renaissance Gold project called the Spruce Mountain Prospect.


PLAN OF OPERATIONS

During 2010 through July 31, 2011, our subsidiary Long Canyon, realized proceeds of $257,071 from subscriptions and convertible debentures, which were exchanged for 27,035,400 shares of our common stock pursuant to our acquisition of Long Canyon. Of this amount, we have spent $237,064 to commission a geological report on our properties and to cover costs for general operating expenses and accounting, audits and legal expenses associated with filing the registration statement to which this prospectus relates.  Also, pursuant to the acquisition of Long Canyon, 963,299 shares of our common stock were issued for prior services provided to Long Canyon valued at $48,165.   From August 2011 through February 29, 2012, Long Canyon has received an additional $155,000 in funding.

Our plan of operation reflects our objectives and anticipated growth for the next 12 months and beyond, identifying cash requirements to fulfill our business objectives.  We need to raise additional funds during the next 12 months to complete our exploration commitments. We believe current funds are sufficient to complete requisite geological reports as well as cover general and administrative expenses for at least the next twelve months.  However, we estimate that we will need up to $1,323,320 to commence an exploration program on our properties including the cost to exercise the option $350,000) to acquire the additional 275 claims from EMAC and general expenses ($50,000).   We intend to explore a possible private placement of our securities and/or debt financing to raise the additional fund, although no definitive plan has been formulated and there can be no assurance that we will be able to realize the necessary funds.
 
In the event we complete our planned initial exploration programs and successfully identify a mineral deposit, we will need substantial additional funds for drilling and engineering studies to determine whether the mineral deposit is commercially viable. If we are unable to raise additional funds for this work, we would be unable to proceed, even if a mineral deposit is discovered.

We anticipate that exploration on our properties will be conducted in phases.

Phase One - Spring 2011 – Winter 2011/ 2012

Canyon Gold has contracted with DRLLC to complete a preliminary geological report on our four sections of BLM mineral lease claims. This report will include phase one and phase two geological exploration programs.

The surface exposure of the mineralization continues in certain locations on all four sections over a wide area. In April, July and August through December 2011, DRLLC collected initial surface samples from visible mineralized zones on four of the eight sections.  We have completed geological mapping, multiple surface rock ship sampling and sediment stream sampling and submitted results to the ALS/Chemex Labs in Elko, Nevada for multiple gold and silver tests.  Total exploration costs through December 15, 2011 were $46,677. We anticipate that assay results will further define specific prospective high target mineralized locations on the properties where additional sampling will be taken. This includes IP/Resistivity survey work to target potential, promising drill targets.  We anticipate completing phase one in early spring 2012, weather permitting.

Work still to be completed includes polarization and resistivity surveys (IP Resistivity), gravity surveys and soil sampling as well as additional sediment stream sampling, to target and define potential promising drill targets.  We must also complete the 43.101 Report that requires the geologist/engineer compiling the report to have physically walked the properties.  We estimate the cost of completing the report to be approximately $53,323.




 
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Phase Two - Spring 2012

If phase one preliminary geological reports are sufficiently encouraging, phase two will proceed with continued exploration and a drill program to confirm mineralization on these target areas from the surface to depth.   Typically, exploration results that will warrant phase two work include:

 
Analysis of surface geochemical sample results with values that are suggestive of a mineral deposit, when considered in the context of the geologic setting of the property;

 
Analysis of geophysical anomalies that are suggestive of a mineral deposit considered in the context of the geologic setting of the property; and

●      Interpretation of geological results that is indicative of a favourable setting for a mineral deposit.

These results are usually interpreted in conjunction with current metal-market conditions, management’s corporate goals and the potential for phase two plans to facilitate the discovery process. We anticipate completing the first stage of our two-stage exploration program on our property in early spring 2012.   Stage two will be contingent upon positive exploration results being obtained in stage one.

 All core drill samples will be sent to the ALS Chemex Labs for assay results. In the event these first drill core sample assays show substantial gold mineralization, a geological grid map will be produced to lay out an extensive drill program to define a potential mineable ore body.

Our ability to complete the two-phase exploration will be dependent on our available funds and the ability to raise additional necessary funds as required.  Phase two will require renting certain heavy-duty equipment to open new trails into the target area and perform some open trenching to gather deeper samples. The following is our estimate of the cost to successfully complete the first two phases.
 
Phase One - Estimated Exploration Costs: 
 ●  Geologist and three-man field team for four weeks   $    35,000  
 ●  Equipment rentals (two trucks, two 4 x 4 ATV's, camp, sample bags, sediment stream sampling unit, IP/resistivity        
        equipment  tags, GPS, food, supplies, sundry equipment       22,000  
 ●  Backhoe and transportation rental in the event is is determined to trench across surface exposed mineralized        
         zones for better definition         10,000  
 ●  Lab tests         16,000  
 ●  Storage for one year for all samples          1 000  
 ●  43-101 Report       11,000  
 ●  Contingency expenses            5,000  
           Total Phase One     100,000  
           
Phase Two - Estimated Exploration Costs:
 ●  Geologist and three-man team for analysis of lab results and further sampling to better define strategic        
        mineralized zones for drill targets       30,000  
 ●  Additional lab tests       15,000  
 ●  Rental equipment        12,000  
 ●  Contract drilling for the first four shallow drill targets      850,000  
 ●  Lab test for drill samples        60,000  
 ●  Contingency expenses          20,000  
        Total Phase Two     987,000  
           
          TOTAL - Phase One and Phase Two          1,087,000  
           
 ●  Exercise of options ($350,000) and general expenses ($50,000)     400,000  
           
        TOTAL FUNDING REQUIREMENTS     1,487,000  
           
  ●  Less expenses paid for Phase One exploration to date      46,677   
 ●  Less funds currently on hand     117,003  
           
        NET FUNDING REQUIREMENTS    $ 1,323,320  
           
                                                                                                  
Note:  Please be advised of the following terms used in the table above:

 
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IP/resitivity:  During phase two, we may use a program called Induced Polarization (IP), which can be used to further define deeper mineralization zones on the properties. This is performed by placing metal electrodes at interval spacing on a laid out grid according to the suitable format for the mineralized zone and the property location.  Electrical impulses are then passed through these electrodes, sending back a recorded signal that can define a certain measured decay of mineralization below the surface, thus defining potential higher-grade areas for further testing programs such as drilling.

Exposed mineralized zones:  We anticipate phase one will define possible mineralized zones on the properties, which will further define potential drill targets.

43-101 Report:  The 43-101 report, provided by a qualified, licensed geologist, will describe in detail all of the exploration data, testing results and all other operations performed on the properties as well as a definitive further exploration program with suggested costs to enter into and perform the next phase of the expected exploration.

Our exploration expenditures for phase one have been approximately $46,677 to date, and we anticipate an additional $53,323 will be necessary to complete phases one and $987,000 to complete phase two . Each phase of our proposed exploration will be assessed to determine whether the results warrant further work. If exploration results on the initial phases do not warrant drilling or further exploration, we will suspend operations on the property. We will then seek additional exploration properties and additional funding with which to conduct the work. In the event that we are unable to obtain additional financing or additional properties, we may not be able to continue active business operations.
 
Historically, we have incurred operating losses and will not be able to exist indefinitely without securing additional operating funds. In the view of our independent auditors, we require additional funds to maintain our operations and these conditions raise substantial doubt about our ability to continue as a going concern.
 
We will not be conducting any product research or development over the next 12 months. We do not expect to purchase any plant or significant equipment over the next 12 months. We do not have employees and do not expect add employees over the next 12 months. Our current management team will satisfy our requirements for the foreseeable future.

Competition
 
The exploration for and exploitation of mineral reserves is highly competitive with many local, national and international companies in the marketplace. We must compete against several established companies in the industry that are better financed and/or who have closer working relationships with productive mining companies. We will most likely seek a strategic relationship with a more established and larger mining company to provide assistance in developing our property into production, if exploration results so warrant. We have not entered into any agreements with any third parties to produce any minerals from our property, nor have we identified any potential partners in that regards, nor is there any assurance we will be able to secure such agreements. If we are unable to identify and/or partner with any third parties to assist us in attaining production grade minerals, we will likely be unsuccessful in producing any such minerals.
 
Government Regulation
 
Because we are engaged in the mineral exploration activities, we are exposed to many governmental and environmental risks associated with our business. We are currently in the initial exploration stages and management has not determined whether significant site reclamation costs will be required.
 
Environmental and other government regulations at the federal, state and local level may include:

●      surface impact;
●      water acquisition and treatment;
●      site access;
●      reclamation;
●      wildlife preservation;
●      licenses and permits; and
●      maintaining the environment.

Regulatory compliance in the mining industry is complex and the failure to meet and satisfy various requirements can result in fines, civil or criminal penalties or other limitations.
 
In the event we are able to secure funding necessary to implement a bona fide exploration program, we will be subject to regulation by numerous governmental authorities. In order to maintain our claims, we must make annual payments to the BLM and the State of Nevada.  If we proceed to phase two drilling, we must secure an Access and Land Use Permit.  Subsequently, o perating and environmental permits will be required from applicable regulatory bodies using technical applications filed by us. The failure or delay in obtaining regulatory approvals or licenses will adversely affect our ability to explore our property and otherwise carry out our business plan.


 
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Any exploration or production on United States Federal land will have to comply with the Federal Land Management Planning Act, which has the effect generally of protecting the environment. Any exploration or production on private property, whether owned or leased, will have to comply with the Endangered Species Act and the Clean Water Act. The costs of complying with environmental concerns under any of these acts vary on a case-by-case basis. In many instances the cost can be prohibitive to development. Environmental costs associated with a particular project must be factored into the overall cost evaluation of whether to proceed with the project.

There are no costs to us at the present time except for annual fee payments related to the claims and reclamation bonding requirements of the Bureau of Land Management in connection with compliance with environmental laws. However, because we anticipate engaging in natural resource projects, these costs could occur at any time and the potential liability extensive.
 
Trademarks and Copyrights
 
We do not own any patents, trademarks or copyrights.

Employees
 
We presently do not have any employees and do not anticipate adding employees until our business operations and financial resources so warrant. We consider our current management to be sufficient to satisfy our requirements for the foreseeable future. Our exploration program is contracted to Development Resources LLC. and is payable in both cash and stock.
 
Facilities

We presently rent facilities for our office and administrative function. We have no further facilities.

Employee Stock Plan

We have not adopted any kind of stock or stock option plan for employees at this time.


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this prospectus.
 
Results of Operations
 
For the three and six months ended October 31, 2011 compared to the three and six months ended October 31, 2010.

Financial statements as of and for the three and six months ended October 31, 2011 were prepared in consideration of the reverse acquisition between Canyon Gold and Long Canyon and are prepared on a consolidated basis.  The consolidated financial statements include the operating results of Long Canyon for the three-month and six-month periods ended October 31, 2011 and 2010 and those of Canyon Gold from the date of the acquisition, July 20, 2011, through October 31, 2011.  No revenues were recorded for three and six-month periods ended October 31, 2011 or 2010.   The net loss of the three months ended October 31, 2011 (“second quarter”) was $58,422 compared to $8,903 for the second quarter of 2010.   The increased net loss is primarily due to professional fees of $22,853 for the second quarter of 2011, attributed to the acquisition of Long Canyon and the preparation and filing of the registration statement to which this prospectus relates.

General and administrative expenses increased 80% from $7,500 for the second quarter of 2010 to $13,528 for the second quarter of 2011.  Management and administration fees increased from $1,153 for the second quarter of 2010 to $15,000 for the second quarter of 2011.  We had professional fees of $22,853 for the second quarter of 2011 compared to $0 for the 2010 period.  These increased expenses are attributed to increased activity related to the acquisition of Long Canyon.  We also recorded exploration costs of $6,031 during the second quarter of 2011.

For the six months ended October 31, 2011 (“first half”), general and administrative expenses increased  79% to $26,809 compared to $15,000 for the first half of 2010.  Management and administration fees increased from $2,336 for the first half of 2010 to $30,968 for the first half of 2011.  Professional fees were $68,239 for the first half of 2011 compared to $0 for the 2010 period.  These increased expenses are also attributed to increased activity related to the acquisition of Long Canyon.  We also recorded exploration costs of $16,031 during the first half of 2011.

 
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For the year ended December 31, 2010 compared to the year ended December 31, 2009, and for the four months ended April 30, 2011 compared to the four-month period ended April 30, 2010.

Financial statements for the years ended December 31, 2010 and 2009 and the four months ended April 30, 2011 and 2010 are those of Long Canyon, except that the equity section and earnings per share have been retroactively restated to reflect the acquisition. Long Canyon has used a December 31 year-end, but following the acquisition, we will continue to use Canyon Gold’s year-end of April 30.  Long Canyon has not recorded revenues since inception.
 
        Net loss for the year ended December 31, 2010 was $35,195 compared to a net loss of $25,595 for the year ended December 31, 2009. The increased net loss is primarily due to the 37.5% increase in general and administrative costs incurred in 2011.  Overall expenses have remained relatively constant as the company has kept its office and business operations at a minimum and has relied mainly on services of directors.

Net loss for the four months ended April 30, 2011 was $26,727 compared to a net loss of $15,750 for the four months ended April 30, 2010.  The increased net loss is due to the 69.7% increase in general and administrative costs during the 2011 period.
 
        We have engaged the services of Development Resources LLC of American Fork, Utah and commissioned a Geological Report to evaluate the potential of our properties.  During the four months ended April 30, 2011, we incurred a cost of $10,000 for those services.
 
        We have no firm commitments for capital expenditures other than to complete on the acquisition of the optioned properties and to explore our properties as funds permit.  In the process of carrying out our business plan, we may determine that we cannot raise sufficient capital to support our business on acceptable terms, or at all.
 
Liquidity and Capital Resources
 
We have not realized any revenues since inception and paid expenses and costs with proceeds from the issuance of securities as well as by loans from directors and other stockholders.
 
At October 31, 2011, we had a working capital deficit of $378,232 compared to a surplus of $82,729 at April 30, 2011.  The capital deficit is attributed to payables of $461,130 at July 31, 2011, including accounts payable of $27,505, accrued interest payable of $43,077 , convertible notes payable of $101,000 and payable to related parties of $289,548, compared to only a $6,500 payable to related party at April 30, 2011. Adding to the deficit was a decrease in cash to $34,044 at October 31, 2011 compared to $42,327 at April 30, 2011.

At October 31, 2011, we had total assets of $120,718, primarily in cash of $34,044, prepaid expenses of $33,854 and mineral claims of $37,820, and stockholders’ deficit of $340,412.   At April 30, 2011, we had total assets of $109,269, primarily in cash of $42,327, receivables from related parties of $21,952 and mineral claims of $19,990, and stockholders’ equity of $102,719.   We also realized net cash of $115,000 during the first half of 2011 from proceeds from related party convertible debt.

         We believe we have sufficient funds to carry on general operations for the next six months. We expect that we will need to raise additional funds, most likely from the sale of securities or from stockholder loans, to be able to execute phase two of our exploration program. We may not be successful in our efforts to obtain equity financing to carry out our business plan and there is doubt regarding our ability to complete our planned exploration program.   We estimate that cash requirements to execute phase two of our exploration program through the end of 2012 will be $987,000.

We also have outstanding a convertible notes in the principal amount of $101,000 bearing interest at 4% per annum and is held by EMAC Handels AG.  The notes are convertible into shares of Canyon Gold common stock at a price of $0.10 per share or a 25% discount to the market price of our shares at the time of conversion.  The notes were dud December 31, 2002 and are considered in default.

Inflation
 
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
 
Off-balance Sheet Arrangements

We have no off-balance sheet arrangements.

 
- 29 -

 
Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued a standard that established the FASB Accounting Standards Codification ™ (“ASC”) and amended the hierarchy of generally accepted accounting principles (“GAAP”) such that the ASC became the single source of authoritative non-governmental U.S. GAAP. The ASC did not change current U.S. GAAP, but was intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All previously existing accounting standard documents were superseded and all other accounting literature not included in the ASC is considered non-authoritative. New accounting standards issued subsequent to June 30, 2009 are communicated by the FASB through Accounting Standards Updates (“ASUs”). For the company, the ASC was effective July 1, 2009. This standard did not have an impact on the company’s consolidated results of operations or financial condition. However, throughout the notes to the consolidated financial statements references that were previously made to various former authoritative U.S. GAAP pronouncements have been changed to coincide with the appropriate section of the ASC.

In April 2009, the FASB issued an accounting standard which provides guidance on (1) estimating the fair value of an asset or liability when the volume and level of activity for the asset or liability have significantly declined and (2) identifying transactions that are not orderly. The standard also amended certain disclosure provisions for fair value measurements and disclosures in ASC 820 to require, among other things, disclosures in interim periods of the inputs and valuation techniques used to measure fair value as well as disclosure of the hierarchy of the source of underlying fair value information on a disaggregated basis by specific major category of investment. For the company, this standard was effective prospectively beginning April 1, 2009. The adoption of this standard did not have a material impact on the company‘s consolidated results of operations or financial condition.

In May 2009, the FASB issued a new accounting standard regarding subsequent events. This standard incorporates into authoritative accounting literature certain guidance that already existed within generally accepted auditing standards, with the requirements concerning recognition and disclosure of subsequent events remaining essentially unchanged. This guidance addresses events which occur after the balance sheet date but before the issuance of financial statements. Under the new standard, as under previous practice, an entity must record the effects of subsequent events that provide evidence about conditions that existed at the balance sheet date and must disclose but not record the effects of subsequent events which provide evidence about conditions that did not exist at the balance sheet date. This standard added no additional required disclosure relative to the date through which subsequent events have been evaluated. For the company, this standard was effective beginning April 1, 2009.

 
MANAGEMENT
 
Directors and Executive Officers
 
The following table sets forth the name, age and position of our present directors and executive officers.

Name                                                Age                      Position
Delbert G. Blewett                            77                        President, CEO, Secretary and Director

We presently anticipate that we will consider new, qualified persons to become directors in the future, although no new appointments or arrangements have been made as of the date hereof.

All directors serve for a one-year term until their successors are elected or they are re-elected at the annual stockholders' meeting. Officers hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated.
 
There is no arrangement, agreement or understanding between any of the directors or officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer. Also, there is no arrangement, agreement or understanding between management and non-management stockholders under which non-management stockholders may directly or indirectly participate in or influence the management of our affairs.
The business experience of each of the persons listed above during the past five years is as follows:
 
Mr. Delbert Blewett, B.Sc.Ll.B, has been a director and President of Canyon Gold since March 14, 2011.  Mr. Blewett earned a Bachelor of Science in Agriculture as well as the Bachelor of Laws from the University of Saskatchewan in Canada. For 30 years Mr. Blewett managed his own private law practices in the Provinces of Saskatchewan, Alberta and British Columbia specializing in business law. Upon retiring from active law practice in 1994, Mr. Blewett became active as an individual in the funding and development of various business ventures. Mr. Blewett is a non-practicing member of the Law Society of Alberta and a past member of the Law Society of Saskatchewan. With his many years of experience in the practice of business law, as well as the development, funding and consulting of various business ventures, we believe Mr. Blewett brings valuable knowledge, experience and contacts to the company.   Mr. Blewett also serves as a director and Secretary of Clean Transportation Group, Inc. (f/k/a Quintana Gold Resources Corp.).  He became a director of Clean Transportation in May 1995 and served as President until May 2011, at which time he resigned as President and was appointed Secretary.
 

 
- 30 -

 
 
None of our officers, directors or control persons has had any of the following events occur:

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

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

 
being subject to any order, judgment or decree, not substantially reversed, suspended or vacated, of any court of competent jurisdiction, permanently enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking business; and
 
 
being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Key Personnel
 
We have engaged the services of Development Resources LLC of American Fork, Utah to oversee our exploration program. DRLLC has an experienced geologists team living in the area which can perform all of the exploration required including providing a qualified 43-101 report and has a standing assay account with Chemex ASL labs in Elko, Nevada.

We have established an advisory board and Ales Burton has consented to join the board.  Mr. Burton is a graduate geologist with a B.A. degree from the University of B.C. in 1954.  He is registered as both a Professional Engineer and Registered Professional Geologist in British Columbia.  Mr. Burton has served on the B.C. Yukon Chamber of Mines (n.k.a. Association for Mining Exploration) and for over 20 years taught their Placer Mining Course in association with the British Columbia Institute of Technology.  Since 1954, Mr. Burton has had experience in various aspects of mine exploration, development and mine production, project scheduling, personnel assignment, field work, environmental auditing and reporting.

Harold Schneider is presently serving as our acting principal accounting officer and is also the President of our subsidiary, Long Canyon.  Mr. Schneider has over 40 years experience including commercial banking, accounting and financial reporting for both private and public companies, financial consulting, and commercial real estate development and project management.  Since March 10, 2011, Mr. Schneider has been President of the Subsidiary Long Canyon Gold Resources Corp.

Committees of the Board of Directors
 
No director is deemed to be an independent director. Currently we do not have any standing committees of the board of directors. Until formal committees are established, our board of directors will perform some of the functions associated with a nominating committee and a compensation committee, including reviewing all forms of compensation provided to our executive officers, directors, consultants and employees, including stock compensation. The board will also perform the functions of an audit committee until we establish a formal committee.
 

Relationships and Related Party Transactions
 
       Except as set forth below, we have not entered into any other material transactions with any officer, director, nominee for election as director, or any stockholder owning greater than five percent (5%) of our outstanding shares, nor any member of the above referenced individuals' immediate family.
 
Our subsidiary, Long Canyon, has issued the following common stock in payment of certain convertible loans and payables:

●      6,700,000 common shares to Velania Treuhand AG
●      2,685,000 common shares to Berta Furrer
●      1,998,699 common shares to EMAC Handels AG
●      1,695,000 common shares to Rolf Bermann

As of October 31, 2011, we had related party payables of $289,548, of which $259,548 is payable to EMAC Handels AG representing certain payables to former creditors that were assumed by EMAC. The remaining $30,000 is payable to Velania Treuhand AG representing a loan made to the company after the acquisition of Long Canyon.

 
- 31 -

 

The related party loan receivable of $15,000 at October 31, 2011 was owed by EMAC representing an advance of expenses by Long Canyon.  The receivable has subsequently been offset by certain payables to EMAC.

Executive Compensation

We do not have a bonus, profit sharing, or deferred compensation plan for the benefit of employees, officers or directors. We did pay $10,500 in directors’ fees to our sole director and President Delbert Blewett during the year ended April 30, 2011 and $7,500 for the nine months ended January 31, 2012. We have also paid $25,000 to Harold Schneider as a consultant providing accounting services.  We currently have no employees and do not pay any salaries.

  During the fiscal years 2009, 2010 to April 30, 2011 we accrued accounts payable for services rendered in the amount of $63,323, accumulated for administrative services provided to Long Canyon prior to its acquisition by the company. The company settled the payable by issuing the creditor, EMAC Handels AG, shares of our common stock at the time of the Long Canyon acquisition.


STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth certain information as of March 01, 2012 with respect to the beneficial ownership of our common stock and based on 28,116,702 shares outstanding:
 
 
each stockholder believed to be the beneficial owner of more than 5% of our common stock;
 
 
by each of our directors and executive officers; and
 
 
all of our directors and executive officers as a group.

For purposes of the following table, a person is deemed to be the beneficial owner of any shares of common stock (i) over which the person has or shares, directly or indirectly, voting or investment power, or (ii) of which the person has a right to acquire beneficial ownership at any time within 60 days after the date of this prospectus. “Voting power” is the power to vote or direct the voting of shares and “investment power” includes the power to dispose or direct the disposition of shares.
 

 Name and Address  Amount and Nature  Percent
 of Beneficial Owner  of Beneficial Ownership(1)  of Class(2)
        Directors and Executive Officers    
     Delbert G. Blewett, President & CEO
        7810 Marchwood Pl., Vancouver BC, Canada
     Harold Schneider, Director of Long Canyon Gold
        215 Neave Road, Kelowna BC, Canada
    1,210,000(3)
 
           5,000
   4.3 %
 
   0.02 %
 
       5% Beneficial Owners:
   
     Thomas Hiestand
        Churerstr. 106, Pfaeffikon/Switzerland
    Berta Furrer
        Schmerikonerstr 29 Eschenbach/Switzerland
     Reinhard Hiestand
        Schuetzenstr. 22, Pfaeffikon/Switzerland
     Rolf Bermann
       Lufwiesenweg 7, Freienbach/Switzerland
 
All directors and executive officers
as a group (2 persons)
    7,700,000 (4)
 
    2,685,000
 
    2,648,699 (5)
 
 
    1,695,500
 
 
    1,215,000 (3)
27.4 %
 
  9.5 %
 
  9.4 %
 
 
  6.0 %
 
 
  4.3 %
_____________________________
 

(1)  Unless otherwise indicated, the named person will be the record and beneficially owner of the shares indicated.
(2)  Percentage ownership is based on 28,116,702 shares of common stock outstanding as of November 1, 2011.
(3)  Includes 1,2000,000 shares held in the name of Star Anchor Investments Ltd., that is owned and controlled by Delbert G. Blewett.
(4)  Includes 6,700,000 shares held in the name of Velania Treuhand AG that is owned and controlled by Thomas Hiestand.  The remaining 1,000,000 shares are held in the name of Mr. Hiestand. Thomas Hiestand is the father of Reinhard Hiestand.
(5)  Includes 1,998,699 shares held in the name of EMAC Handels AG that is owned and controlled by Reinhard Hiestand.  The remaining 650,000 shares are held in the name of Mr. Hiestand.



 
- 32 -

 

DESCRIPTION OF SECURITIES
 
Common Stock
 
        Authorized and Outstanding
 
We are authorized to issue up to 200 million shares of common stock, par value $0.0001 per share, of which 28,116,702 shares are outstanding as of the date of this prospectus.
 
        Voting Rights
 
Holders of our common stock have the right to cast one vote for each share of stock in their name on the books of our company, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including election of directors. There is no right to cumulative voting in election of directors. Except where a greater requirement is provided by statute, by our articles of incorporation or bylaws, the presence, in person or by proxy duly authorized, of one or more holders of a majority of the outstanding shares of our common stock constitutes a quorum for the transaction of business. The vote by the holders of a majority of outstanding shares is required to effect certain fundamental corporate changes such as liquidation, merger, or amendment of our articles of incorporation.
 
        Dividends
 
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
 
        Preemptive Rights
 
Holders of our common stock are not entitled to preemptive rights, and no redemption or sinking fund provisions are applicable to our common stock. All outstanding shares of our common stock are, and the shares of common stock sold in the offering will when issued, be fully paid and non-assessable.
 
Preferred Stock

We are authorized to issue of 20 million shares of preferred stock, par value of $0.0001 per share, of which 600,000 shares of Series A and 500,000 of Series B are outstanding.
 
Designation of Preferred Stock:

Series “A” shares shall be convertible whereby one Preferred, Series “A” share shall be converted to 10 common voting shares of the company, and Series A shares shall have 100 votes per share, without any limitations or restrictions.

Series “B” shares shall be convertible whereby one Preferred, Series “B” share shall be converted to 10 common voting shares of the company, and Series “B” shares shall have no voting rights whatsoever.
 
Transfer Agent
 
We have retained as our transfer agent: Standard Registrar & Transfer Co, Inc., 12528 South 1840 East, Draper, Utah  84020, appointed as of June 1, 2011. Our former transfer agent was Signature Stock Transfer, Inc., 2632 Coachlight Court, Plano, Texas 75093.  


DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
 
Our bylaws provide that directors, officers and any person who acted at our request as an officer or director, will be indemnified by us to the fullest extent authorized by the general corporate laws of Delaware, against all expenses and liabilities reasonably incurred in connection with services for us or on our behalf if:

 
such person acted in good faith with a view to our best interests; and
 
 
in the case of a monetary penalty in connection with a criminal or administrative action or proceeding, such person had reasonable grounds to believe that his or her conduct was lawful.
 
Insofar as indemnification for liabilities arising under the Securities Act might be permitted to directors, officers or persons controlling our company under the provisions described above, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 
- 33 -

 

LEGAL MATTERS
 
Leonard E. Neilson, Attorney at Law, 8160 South Highland Drive, Suite 104, Sandy, Utah 84093, telephone (801) 733-0800, has acted as our legal counsel.
 
EXPERTS
 
The financial statements of Long Canyon for the fiscal years ended April 30, 2011 and 2010 appearing in this prospectus and the registration statement to which it relates, have been audited by HJ & Associates, LLC, Certified Public Accountants, Salt Lake City, Utah. Their report is given upon their authority as experts in accounting and auditing. HJ & Associates, LLC also audited the financial statements for Canyon Gold for the fiscal years ended April 30, 2011 and 2010. The unaudited consolidated financial statements for the six-month period ended October 31, 2011 have been prepared by the company.
 

INTEREST OF NAMED EXPERTS AND COUNSEL
 
No expert or counsel named in this prospectus was hired on a contingent basis, will receive a direct or indirect interest in Canyon Gold, or has acted or will act as a promoter, underwriter, voting trustee, director, officer, or employee of our company.

 
WHERE YOU CAN FIND MORE INFORMATION
 
This prospectus is part of a registration statement that we filed with the SEC in accordance with its rules and regulations. This prospectus does not contain all of the information in the registration statement. For further information regarding both our company and the securities in this offering, we refer you to the registration statement, including all exhibits and schedules. You may inspect our registration statement, without charge, at the public reference facilities of the SEC’s Washington, D.C. office, 100 F Street, NE, Washington, D.C. 20549 and on its Internet site at http://www.sec.gov.
 
You also may request a copy of the registration statement and these filings by contacting us electronically at: canyongold@shaw.ca.
 
Upon the effectiveness of our registration statement, we will be subject to the informational requirements of the Securities Exchange Act of 1934 and will be required to file reports and other information with the SEC. These reports and other information may also be inspected and copied at the SEC’s public reference facilities or its web site.
 

 
- 34 -

 

 
 
 
 
 
 
 
 
 
 














LONG CANYON GOLD RESOURCES CORP.
(formerly Ferguson Holdings Ltd.)
 
(An Exploration Stage Company)
 
FINANCIAL STATEMENTS
 
April 30, 2011
 
 
 
 
 
 

 
- 35 -

 


 

 
Report of Independent Registered Public Accounting Firm

 
To the Board of Directors
Long Canyon Gold Resources Corp. (formerly Ferguson Holdings Ltd.)
(An Exploration Stage Company)
North Vancouver, BC, Canada


We have audited the accompanying balance sheets of Long Canyon Gold Resources Corp. (formerly Ferguson Holdings Ltd.) (an exploration stage company) as of April 30, 2011 and December 31, 2010 and 2009, and the related statements of operations, stockholders' equity (deficit) , and cash flows for the four months ended April 30, 2011, the years ended December 31, 2010 and December 31, 2009, and the period from inception on June 19, 2008 through April 30, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Long Canyon Gold Resources Corp. (formerly Ferguson Holdings Ltd.) (an exploration stage company) as of April 30, 2011 and December 31, 2010 and 2009, and the results of its operations and its cash flows for the four months ended April 30, 2011, the years ended December 31, 2010 and December 31, 2009, and the period from inception on June 19, 2008 through April 30, 2011, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered significant recurring losses which have resulted in an accumulated deficit. This raises substantial doubt about the Company's ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As a result of the reverse acquisition transaction with Canyon Gold Corp., the Company’s financial statements have been retroactively restated to give effect to the transaction on the Company’s stockholders’ equity (deficit). See Note 8.
 

/s/ HJ & Associates, LLC
 
HJ & Associates, LLC
Salt Lake City, Utah
July 18, 2011, except for Note 8 for which the date is March 12, 2012

 
- 36 -

 

 
LONG CANYON GOLD RESOURCES CORP.
 
(Formerly Ferguson Holdings Ltd.)
 
(An Exploration Stage Company)
 
Balance Sheet
 
                   
ASSETS
 
 
                 
   
April 30,
   
December 31,
   
December 31,
 
   
2011
   
2010
   
2009
 
   
(Restated)
   
(Restated)
   
(Restated)
 
CURRENT ASSETS
                 
                   
      Cash      $ 42,327     $ 2,675     $ 820  
       Account receivable - related party
    21,952       -       -  
      Prepaid expenses       10,000       -       -  
      Loan receivable       15,000       15,000       15,000  
                         
       Total Current Assets
    89,279       17,675       15,820  
                         
      Mineral claims       19,990     $ -     $ -  
                         
       TOTAL ASSETS
  $ 109,269     $ 17,675     $ 15,820  
                         
                         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
                         
CURRENT LIABILITIES
                       
                         
       Accounts payable - related party
  $ 6,550     $ -     $ -  
                         
        Total Current Liabilities
    6,550       -       -  
                         
       TOTAL LIABILITIES
    6,550       -       -  
                         
      Preferred stock, $0,0001 par value, 20,000,000 shares authorized
                       
      no shares issued or outstanding.
    -       -       -  
                         
      Common stock, $0.0001 par value, 200,000,000 shares authorized;
                       
     27,198,702 and 24,963,702 and 17,158,299 shares issued and
                       
     outstanding as of April 30, 2011 and December 31, 2010 and
                       
     December 31, 2009, respectively
    2,720       2,496       1,716  
     Additional paid in capital
    187,516       75,969       39,699  
     Deficit accumulated during the exploration stage
    (87,517 )     (60,790 )     (25,595 )
                         
       Total Stockholders' Equity (Deficit)
    102,719       17,675       15,820  
                         
                         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ 109,269     $ 17,675     $ 15,820  
                         
                         
The accompanying notes are an integral part of these financial statements
 
                         

 
- 37 -

 

LONG CANYON GOLD RESOURCES CORP.
 
(Formerly Ferguson Holdings Ltd.)
 
(An Exploration Stage Company)
 
Statement of Operations
 
                               
                           
From
 
                           
Inception on
 
   
For the Four
   
For the Four
               
June 19,
 
   
Months Ended
   
Months Ended
   
For the Years Ended
   
2008 Through
 
   
April 30,
   
April 30,
   
December 31,
         
April 30,
 
   
2011
   
2010
   
2010
   
2009
   
2011
 
         
(unaudited)
                   
REVENUE
  $ -     $ -     $ -     $ -     $ -  
                                         
OPERATING EXPENSES
                                       
                                         
General and administrative
    26,727       15,750       35,195       25,595       103,267  
Total Operating Expenses
    26,727       15,750       35,195       25,595       103,267  
                                         
LOSS FROM OPERATIONS
    (26,727 )     (15,750 )     (35,195 )     (25,595 )     (103,267 )
                                         
     NET LOSS      $ (26,727 )   $ (15,750 )   $ (35,195 )   $ (25,595 )   $ (103,267 )
                                         
BASIC LOSS PER SHARE
  $ -     $ -     $ -     $ -          
                                         
WEIGHTED AVERAGE SHARES
                                       
OUTSTANDING
    27,198,702       24,963,302       24,963,302       17,158,299          
                                         
                                         
                                         
                                         
The accompanying notes are an integral part of these financial statements
 

 
- 38 -

 

 
LONG CANYON GOLD RESOURCES CORP.
 
(Formerly Ferguson Holdings Ltd.)
 
(An Exploration Stage Company)
 
Statements of Stockholders' Equity (Deficit)
 
From Inception on June 19, 2008 through April 30, 2011
 
(Restated)
 
                               
 
                   
Deficit
       
                     
Accumulated
       
               
Additional
   
During the
   
Total
 
   
Common Stock
   
Paid-in
   
Exploration
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Stage
   
Equity (Deficit)
 
                               
Inception, June 19, 2008
    -     $ -     $ -     $ -     $ -  
                                         
Common stock issued for debt
                                       
 at $0.001 per share on December 31, 2009
    16,500,000       1,650       14,850       -       16,500  
                                         
Common stock issued for cash
                                       
at $0.01 per share during 2009
    200,000       20       1,980       -       2,000  
                                         
Common stock issued for services
                                       
at $0.05 per share on December 31, 2009
    458,302       46       22,869       -       22,915  
                                         
Net loss for the year ended December 31, 2009
    -       -       -       (25,595 )     (25,595 )
                                         
Balance, December 31, 2009
    17,158,302       1,716       39,699       (25,595 )     15,820  
                                         
Common stock issued for debt
                                       
at $0.001 per share on December 31, 2010
    6,800,000       680       6,120       -       6,800  
                                         
Common stock issued for debt
                                       
 at $0.01 per share on December 31, 2010
    500,000       50       4,950       -       5,000  
                                         
Common stock issued for services
                                       
at $0.05 per share on December 31, 2010
    505,000       50       25,200       -       25,250  
                                         
Net loss for the year ended December 31, 2010
    -       -       -       (35,195 )     (35,195 )
                                         
Balance, December 31, 2010
    24,963,302       2,496       75,969       (60,790 )     17,675  
                                         
Common stock issued for debt
                                       
 at $0.05 per share on April 30, 2011
    1,280,000       128       63,872       -       64,000  
                                         
Common stock issued for cash
                                       
at $0.05 per share on April 30, 2011
    955,400       96       47,675       -       47,771  
                                         
Net loss for the 4 months ended April 30, 2011
    -       -       -       (26,727 )     (26,727 )
                                         
Balance, April 30, 2011
    27,198,702     $ 2,720     $ 187,516     $ (87,517 )   $ 102,719  
                                         
                                         
                                         
The accompanying notes are an integral part of these financial statements
         

 
- 39 -

 

LONG CANYON GOLD RESOURCES CORP.
 
(formerly Ferguson Holdings Ltd.)
 
(An Exploration Stage Company)
 
Statement of Cash Flows
 
                               
                           
From
 
                           
Inception on
 
   
For the Four
   
For the Four
               
June 19,
 
   
Months Ended
   
Months Ended
   
For the Years Ended
   
2008 Through
 
   
April 30,
   
April 30,
   
December 31,
         
April 30,
 
   
2011
   
2010
   
2010
   
2009
   
2011
 
         
(unaudited)
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                             
                               
  Net loss     $ (26,727 )   $ (15,750 )   $ (35,195 )   $ (25,595 )   $ (103,267 )
Adjustments to reconcile net loss to
                                       
net cash used by operating activities:
                                       
      Common stock for services
    -       -       25,250       22,915       48,165  
   Change in operating assets and liabilities:
                                       
      Increase in accounts receivable
    (21,952 )     -       -       -       (21,952 )
      Increase in prepaid expenses
    (10,000 )     -