[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware | Not Applicable |
(State or jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Large accelerated filer | [ ] | Accelerated filer | [ ] | |
Non-accelerated filer | [ ] | Smaller reporting company | [X] | |
(Do not check if a smaller reporting company) |
PART I — FINANCIAL INFORMATION
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Page
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Item 1.
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Financial Statements:
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Condensed Consolidated Balance Sheets
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3
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Condensed Consolidated Statements of Operations
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4
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Condensed Consolidated Statements of Cash Flows
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5
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Notes to Condensed Consolidated Financial Statements
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6
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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12
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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17
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Item 4.
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Controls and Procedures
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17
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PART II — OTHER INFORMATION
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Item 1.
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Legal Proceedings
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17
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Item 1A.
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Risk Factors
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17
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Item 2
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Unregistered Sales of Equity Securities and Use of Proceeds
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17
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Item 3.
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Defaults upon Senior Securities
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18
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Item 4.
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Mine Safety Disclosure
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18
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Item 5.
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Other Information
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18
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Item 6.
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Exhibits
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18
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Signatures
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19
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Canyon Gold Corp.
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(An Exploration Stage Company)
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Condensed Consolidated Balance Sheets
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July 31,
2013
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April 30,
2013
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ASSETS
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(Unaudited)
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|||||||
Current assets:
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||||||||
Cash
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$ | 576 | $ | 503 | ||||
Prepaid expenses
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525 | 2,100 | ||||||
Total current assets
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1,101 | 2,603 | ||||||
Mineral claims
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37,820 | 37,820 | ||||||
Total assets
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$ | 38,921 | $ | 40,423 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities:
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Accounts payable
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$ | 126,246 | $ | 76,767 | ||||
Accrued interest payable
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1,263 | 888 | ||||||
Accrued interest payable – related parties
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47,034 | 46,107 | ||||||
Convertible notes payable
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125,010 | 125,010 | ||||||
Convertible notes payable – related parties
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156,000 | 156,000 | ||||||
Notes payable – related parties
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79,656 | 32,156 | ||||||
Payables – related parties
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639,190 | 616,948 | ||||||
Total current liabilities
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1,174,399 | 1,053,876 | ||||||
Total liabilities
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1,174,399 | 1,053,876 | ||||||
Stockholders’ deficit:
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Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 1,100,000 shares issued and outstanding
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110 | 110 | ||||||
Common stock, $0.0001 par value; 200,000,000 shares authorized, 28,116,702 shares issued and outstanding
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2,812 | 2,812 | ||||||
Additional paid-in capital
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(72,282 | ) | (78,042 | ) | ||||
Deficit accumulated during the exploration stage
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(1,066,118 | ) | (938,333 | ) | ||||
Total stockholders’ deficit
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(1,135,478 | ) | (1,013,453 | ) | ||||
Total liabilities and stockholders’ deficit
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$ | 38,921 | $ | 40,423 |
Canyon Gold Corp.
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(An Exploration Stage Company)
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Condensed Consolidated Statements of Operations
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(Unaudited)
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Three Months Ended
July 31,
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From Inception
on June 19, 2008
through July 31,
2013
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2013
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2012
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Revenue
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$ | - | $ | - | $ | - | ||||||
Expenses:
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General and administrative
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65,310 | 12,696 | 332,110 | |||||||||
Management and administrative fees
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10,500 | 10,500 | 114,653 | |||||||||
Professional fees
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28,338 | 42,232 | 223,388 | |||||||||
Directors’ fees
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7,500 | 7,500 | 176,500 | |||||||||
Exploration costs
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9,075 | 39,046 | 180,259 | |||||||||
Total expenses
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120,723 | 111,974 | 1,026,910 | |||||||||
Loss from operations
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(120,723 | ) | (111,974 | ) | (1,026,910 | ) | ||||||
Other expense – interest expense
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7,062 | - | 39,208 | |||||||||
Loss before income taxes
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(127,785 | ) | (111,974 | ) | (1,066,118 | ) | ||||||
Provision for income taxes
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- | - | - | |||||||||
Net loss
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$ | (127,785 | ) | $ | (111,974 | ) | $ | (1,066,118 | ) | |||
Net loss per common share – basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted average shares outstanding – basic and diluted
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28,116,702 | 28,116,702 | ||||||||||
Canyon Gold Corp.
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(An Exploration Stage Company)
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Condensed Consolidated Statements of Cash Flows
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(Unaudited)
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Three Months Ended
July 31,
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From Inception
on June 19, 2008
through July 31,
2013
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2013
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2012
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Net loss
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$ | (127,785 | ) | $ | (111,974 | ) | $ | (1,066,118 | ) | |||
Adjustments to reconcile net loss to net cash used in
operating activities:
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Imputed interest on convertible notes payable
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5,760 | - | 36,008 | |||||||||
Common stock issued for services
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- | - | 48,165 | |||||||||
Change in operating assets and liabilities:
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Decrease in prepaid expenses
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1,575 | 29,946 | 19,778 | |||||||||
Increase in loans receivable
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- | - | (15,000 | ) | ||||||||
Increase in accounts payable
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49,479 | 21,885 | 113,834 | |||||||||
Increase in accrued interest payable
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375 | - | 1,263 | |||||||||
Increase in accrued interest payable – related
parties
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927 | - | 1,937 | |||||||||
Increase in payables – related parties
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22,242 | 20,413 | 333,989 | |||||||||
Net cash used in operating activities
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(47,427 | ) | (39,730 | ) | (526,144 | ) | ||||||
Cash flows from investing activities:
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Cash received from reverse acquisition
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- | - | 29,973 | |||||||||
Purchase of mineral claims
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- | - | (19,990 | ) | ||||||||
Net cash provided by investing activities
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- | - | 9,983 | |||||||||
Cash flows from financing activities:
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Proceeds from the sale of common stock
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- | - | 49,771 | |||||||||
Proceeds from notes payable – related parties
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47,500 | - | 79,656 | |||||||||
Proceeds from convertible notes payable
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- | - | 25,010 | |||||||||
Proceeds from convertible notes payable – related parties
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- | - | 418,300 | |||||||||
Payments on convertible debt
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- | - | (56,000 | ) | ||||||||
Net cash provided by financing activities
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47,500 | - | 516,737 | |||||||||
Net increase (decrease) in cash
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73 | (39,730 | ) | 576 | ||||||||
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Cash at beginning of period
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503 | 50,434 | - | |||||||||
Cash at end of period
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$ | 576 | $ | 10,704 | $ | 576 | ||||||
July 31,
2013
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April 30,
2013
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Note payable to related party, no interest, convertible into common stock of the Company at $0.10 per share, imputed interest at 9% per annum
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$ | 101,000 | $ | 101,000 | ||||
Note payable to related party, no interest, convertible into common stock of the Company at $0.10 per share, imputed interest at 9% per annum
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25,000 | 25,000 | ||||||
Note payable to related party, no interest, convertible into common stock of the Company at $0.10 per share, imputed interest at 9% per annum
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30,000 | 30,000 | ||||||
$ | 156,000 | $ | 156,000 |
July 31,
2013
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April 30,
2013
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Note payable to related party, with interest at 6% per annum, due September 15, 2013
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$ | 24,656 | $ | 24,656 | ||||
Note payable to related party, with interest at 6% per annum, due March 8, 2014
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7,500 | 7,500 | ||||||
Note payable to related party, with interest at 6% per annum, due December 5, 2013
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47,500 | - | ||||||
$ | 79,656 | $ | 32,156 |
July 31,
2013
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April 30,
2013
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Note payable, no interest, convertible into common stock of the Company at $0.125 per share, imputed interest at 9% per annum
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$ | 100,000 | $ | 100,000 | ||||
Note payable, with interest at 6% per annum, convertible into common stock of the Company at $0.10 per share
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25,010 | 25,010 | ||||||
$ | 125,010 | $ | 125,010 |
(a)
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Litigation
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(b)
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Indemnities and Guarantees
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(c)
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Commitments
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a)
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Administration Agreement with EMAC Handels AG, signed on April 20, 2011, for a three year term. From April 2011 to April 2012, the Company paid EMAC a monthly fee of $2,750 for administration services, office rent and telephone expenses. Commencing May 1, 2012, the monthly fee is $ 3,750. Extraordinary expenses are invoiced by EMAC on a quarterly basis. The fee may be paid in cash and or with common stock.
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b)
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Service Agreement with Delbert G. Blewett signed on April 30, 2011. The Company pays Blewett a Director’s fee of $2,500 per month and office rent of $250 per month. The fees may be paid in cash and or with common stock.
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c)
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In May 2012, the Company agreed to compensate the following for future services: Delbert G. Blewett, President of Canyon Gold, Harold Schneider President of Long Canyon and Alex Burton, Vice-President of the Advisory and Exploration Committee, whereby each shall receive 250,000 common voting shares of the Company. These shares shall be issued within 30 days from the first day of trading of the Company’s shares on the OTC Bulletin Board.
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d)
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On May 15, 2011, the Company executed an option agreement wherein the Company has the option to acquire 100% interest in 275 mineral claims located in the same areas in Nevada for consideration of $350,000 and 425,000 shares of Series B preferred stock, and in addition, the Company shall be obligated to pay the related party a 2% Net Smelter Royalty on these claims. The option agreement stated the option must be exercised by May 31, 2012. As of July 31, 2013, the option had not been exercised. The Company and the related party have from time to time entered into extension agreements and the option has currently been extended to December 31, 2013. There was no additional cost or consideration related to the extension of this option.
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e)
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On June 10, 2013, the Company entered into a Consulting Contract to retain Worldwide PR News, a New York based consulting and public relations firm (“Worldwide PR”). The Consulting Contract provides that Worldwide PR will assist and consult with the Company to establish brand and corporate awareness for Canyon Gold, particularly with individuals and entities in the gold and commodity markets in the United States, Europe and internationally. Additionally, Worldwide will counsel management and assist in the creation and distribution of news and other media releases and also work with the Company in communicating information about the Company to the markets. Under the terms of the Contract, the Company will pay Worldwide PR a total of $150,000 for a six-month consulting program. An initial retainer of $15,000 was due within 72 hours of signing the Contract and monthly payments of $10,000 will be due on or before June 30, 2013, and $25,000 on the 15th of each following month for a total of five monthly payments. The Contract is automatically renewed at the end of each six-month period, unless otherwise terminated by either party.
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Exhibit No.
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Description of Exhibit
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31.1
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Section 302 Certification of Chief Executive Officer and Chief Financial Officer
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32.1
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Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
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101 INS*
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XBRL Instance Document
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101SCH*
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XBRL Taxonomy Extension Schema
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101 CAL*
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XBRL Taxonomy Extension Calculation Linkbase
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101 DEF*
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XBRL Taxonomy Extension Definition Linkbase
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101 LAB*
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XBRL Taxonomy Extension Label Linkbase
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101 PRE*
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XBRL Taxonomy Extension Presentation Linkbase
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CANYON GOLD CORP. | |
Date: September 10, 2013 | By: /S/ Delbert G. Blewett |
Delbert G. Blewett | |
Chief Executive Officer
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Acting Chief Financial Officer |
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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5. Convertible Notes Payable: Schedule of Convertible Notes Payable (Tables)
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3 Months Ended | |||||||||||||||
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Jul. 31, 2013
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Tables/Schedules | ||||||||||||||||
Schedule of Convertible Notes Payable |
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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
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3 Months Ended | 61 Months Ended | |
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Jul. 31, 2013
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Jul. 31, 2012
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Jul. 31, 2013
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CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Revenue | |||
Expenses: | |||
General and administrative | 65,310 | 12,696 | 332,110 |
Management and administrative fees | 10,500 | 10,500 | 114,653 |
Professional fees | 28,338 | 42,232 | 223,388 |
Directors' fees | 7,500 | 7,500 | 176,500 |
Exploration costs | 9,075 | 39,046 | 180,259 |
Total expenses | 120,723 | 111,974 | 1,026,910 |
Loss from operations | (120,723) | (111,974) | (1,026,910) |
Other expense - interest expense | 7,062 | 39,208 | |
Loss before income taxes | (127,785) | (111,974) | (1,066,118) |
Provision for income taxes | |||
Net loss | $ (127,785) | $ (111,974) | $ (1,066,118) |
Net loss per common share - basic and diluted | $ 0.00 | $ 0.00 | |
Weighted average shares outstanding - basic and diluted | 28,116,702 | 28,116,702 |
5. Convertible Notes Payable
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3 Months Ended | |||||||||||||||
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Jul. 31, 2013
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Notes | ||||||||||||||||
5. Convertible Notes Payable | 5. Convertible Notes Payable
Convertible notes payable consisted of the following at:
All convertible notes payable are convertible 30 days from the first day the Companys common shares are qualified for trading on the OTC Bulletin Board, which occurred in November 2012. As of July 31, 2013, neither of these convertible notes had been converted and therefore all are in default.
There is currently no determinable and active market value for the Companys common stock. Accordingly, no beneficial conversion feature or derivative liabilities are determinable or have been recognized related to the Companys convertible notes payable. These convertible features will be evaluated in subsequent periods for fair value determination.
Accrued interest payable was $1,263 and $888 at July 31, 2013 and April 30, 2013, respectively. |
5. Convertible Notes Payable (Details) (USD $)
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Jul. 31, 2013
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Apr. 30, 2013
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Details | ||
Accrued interest payable | $ 1,263 | $ 888 |
1. Nature of Operations and Continuation of Business (Details) (USD $)
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3 Months Ended | 61 Months Ended | |
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Jul. 31, 2013
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Jul. 31, 2012
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Jul. 31, 2013
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Details | |||
Net loss | $ 127,785 | $ 111,974 | $ 1,066,118 |
Working capital deficit | $ 1,173,298 | $ 1,173,298 |
6. Stockholders' Deficit (Details) (USD $)
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12 Months Ended | |||
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Apr. 30, 2012
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Jul. 31, 2013
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Apr. 30, 2013
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Jul. 22, 2011
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Details | ||||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 | ||
Shares of Series A stock issued for payable for mineral claims | 600,000 | |||
Shares of Series B convertible preferred shares issued in acquisition of Long Canyon | 500,000 |
1. Nature of Operations and Continuation of Business
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3 Months Ended |
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Jul. 31, 2013
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Notes | |
1. Nature of Operations and Continuation of Business | 1. Nature of Operations and Continuation of Business
Canyon Gold Corp. (the "Company ") was incorporated in the State of Delaware on May 27, 1998 as Mayne International Ltd. On September 5, 2000, the Company changed its name to Black Dragon Entertainment, Inc. On July 31, 2002, the Company changed its name to Vita Biotech Corporation. On May 27, 2004, the Company changed its name to August Energy Corp. and subsequently on April 17, 2011, the Company changed its name to Canyon Gold Corp.
On July 20, 2011, the Company acquired 100% of the issued shares of Long Canyon Gold Resources Corp. (Long Canyon), a private British Columbia, Canada Corporation, incorporated on June 19, 2008, in a share for share exchange for a total of 27,998,699 common shares and 500,000 Series B preferred shares to be issued by the Company to the shareholders of Long Canyon. The Share Exchange was accounted for as a reverse acquisition and recapitalization and as a result, the consolidated financial statements of the Company (the legal acquirer) are, in substance, those of Long Canyon Gold Resources Corp. (the accounting acquirer), with the assets and liabilities, and revenue and expenses, of the Company being included effective from the date of the Share Exchange. As the Share Exchange was accounted for as a reverse acquisition and recapitalization, there was no gain or loss recognized on the transaction. The historical financial statements for periods prior to the Share Exchange are those of Long Canyon Gold Resources Corp. except that the equity section and earnings per share have been retroactively restated to reflect the Share Exchange. As a result of the Share Exchange, the Company continues its mineral exploration activities.
The Company is an exploration stage company as defined by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915, Development Stage Entities, and the U.S Securities and Exchange Commission Guide for mining and mineral related companies.
Going Concern
These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern. Through July 31, 2013, the Company has no revenues, has accumulated losses of $1,066,118 since inception on June 19, 2008 and a working capital deficit of $1,173,298 and expects to incur further losses in the development of its business, all of which cast substantial doubt about the Companys ability to continue as a going concern. Management plans to continue to provide for the Company's capital needs during the year ending April 30, 2014 by issuing debt and equity securities and by the continued support of its related parties (see Note 4). The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. There is no assurance that funding will be available to continue the Companys business operations. |
3. Mineral Claims
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3 Months Ended |
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Jul. 31, 2013
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Notes | |
3. Mineral Claims | 3. Mineral Claims
On March 12, 2011, the Companys wholly-owned subsidiary, Long Canyon, acquired a 100% interest in 30 mineral claims located in the State of Nevada for $37,820. This amount has been recorded as mineral claims, a non-current asset in the Companys condensed consolidated balance sheets.
On March 19, 2011, the Company acquired a 100% interest in 15 of the mineral claims acquired by Long Canyon for $17,830 consisti ng of $17,770 in cash and a payable of $60. On July 22, 2011, that payable was satisfied with the issuance of 600,000 shares of Series A Preferred Stock at $0.001 per share issued to a related party of Long Canyon.
On August 27, 2012, the Company paid $6,300 for government and claim fees relating to the 30 mineral claims owned by the Company for the twelve months beginning September 1, 2012, $525 and $2,100 of which were recognized as prepaid expenses as of July 31, 2013 and April 30, 2013, respectively.
The Company is committed to pay a 3% Net Smelter Royalty on all the claims acquired by Long Canyon. |
6. Stockholders' Deficit
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3 Months Ended |
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Jul. 31, 2013
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Notes | |
6. Stockholders' Deficit | 6. Stockholders Deficit
The Company has 20,000,000 shares of $0.0001 par value preferred stock authorized.
During the year ended April 30, 2012, the Company issued 600,000 shares of Series A convertible preferred stock to a related party in payment of an outstanding debt. The Series A convertible preferred shares are convertible into ten common voting shares and carry voting rights on the basis of 100 votes per share with rights and preferences being decided by the Board of Directors of the Company.
During the year ended April 30, 2012, the Company issued 500,000 shares of Series B convertible preferred stock in the acquisition of Long Canyon (see Note 1). The Series B convertible preferred shares are convertible into ten common voting shares and carry no voting rights. |
4. Related Party Transactions and Balances
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3 Months Ended | ||||||||||||||||||||||||||||||||||||
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Jul. 31, 2013
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Notes | |||||||||||||||||||||||||||||||||||||
4. Related Party Transactions and Balances | 4. Related Party Transactions and Balances
Management and administrative services are compensated as per a Service Agreement between the Company and its president executed on April 30, 2011, and an Administration Agreement with a related party executed on March 15, 2011, whereby the fee is based on services provided and invoiced by both the president and the related party on a monthly basis and the fees are paid in cash when possible or with common stock. The Company also, from time to time, has some of its expenses paid by related parties with the intent to repay. These types of transactions, when incurred, result in payables to related parties in the Companys consolidated financial statements as a necessary part of funding the Companys operations.
On May 15, 2011, the Company entered into an agreement with a related party wherein the Company has the option to acquire 100% interest in an additional 275 mineral claims located in the same areas in Nevada as the mineral claims previously acquired. Consideration for this acquisition is to be $350,000 cash and 425,000 preferred shares Series B. The related party shall hold a 2% Net Smelter Royalty on these claims. As of July 31, 2013, the option had not been exercised. The Company and the related party have from time to time entered into extension agreements and the option has currently been extended to December 31, 2013.
As of July 31, 2013 and April 30, 2013, the Company had payable balances due to related parties of $639,190 and $616,948, respectively, which resulted from transactions with significant shareholders.
Convertible notes payable related parties consisted of the following at:
On March 15, 2011, a note payable for $101,000 and accrued interest of $45,097 was sold to a related party. At the date of the transaction, the note was amended to be interest free and convertible into common stock of the Company at a price of $0.10 per share.
All convertible notes payable related parties are convertible 30 days from the first day the Companys common shares are qualified for trading on the OTC Bulletin Board, which occurred in November 2012. As of July 31, 2013, neither of these convertible notes had been converted and therefore all are in default.
There is currently no determinable and active market value for the Companys common stock. Accordingly, no beneficial conversion feature or derivative liabilities are determinable or have been recognized related to the Companys convertible notes payable related parties. These convertible features will be evaluated in subsequent periods for fair value determination.
Notes payable related parties consisted of the following at:
Accrued interest payable related parties was $47,034 and $46,107 at July 31, 2013 and April 30, 2013, respectively. |