UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedMarch 31, 2014
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission file number:333-159300
| GOLD TORRENT, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | | 06-1791524 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
960 Broadway Avenue
Suite 160
Boise, Idaho 83707
(Address of principal executive offices, including zip code)
(208) 343-1413
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act:None
Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, Par Value $0.001
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ]No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes[X] No[ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes[X]No [ ]
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer[ ] | Accelerated filer[ ] | Non-accelerated filer[ ] | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes[ ] No[X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes[ ] No[ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of June 24, 2014, the registrant’s outstanding common stock consisted of 4,635,002shares.
Table of Contents
PART I
Item 1. Business
Forward Looking Statements
This annual report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our audited financial statements are expressed in US dollars and are prepared in accordance with generally accepted accounting principles in the United States of America. They reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of our interim financial information.
The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report.
As used in this annual report, the terms “we”, “us” and “our” mean Gold Torrent Inc., unless otherwise indicate
Business Overview
GOLD TORRENT, INC. (formerly Celldonate Inc.) (the “Company”) is a development stage company. We were incorporated as a Nevada company on August 15, 2006 and we have no subsidiaries. Historically we were in the business of developing mobile monetization solutions and applications. Since our inception we have been creating, testing and developing mobile applications, games and tools designed to engage consumers in transacting business via mobile devices.
On January 16, 2014, the Company changed its name to “Gold Torrent, Inc.” in order to better reflect the direction and business of the Company. Going forward, we plan to focus on acquiring ownership in late-stage exploration to development-stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America but may pursue other profitable business opportunities that are available to us. Our main focus will be on identifying solid resources, and then utilize funding to bring a distressed asset into production, while either securing equity ownership or rights of title in the form of royalties. We are targeting pre-production resource projects that are well understood, show strong financial projections and low capital intensity, where we can apply capital to take the projects into production within 12-24 months. However, there exist no agreements, arrangements or understandings as to any opportunities as of the date of this report. We have not generated any revenues from our business activities, and we do not expect to generate revenues for the foreseeable future.
Since our inception, we have incurred operational losses, and our most recent independent auditors’ report includes an “emphasis of matter” paragraph on going concern. We have also accumulated net losses since our inception and incurred a net loss for the most recent audited and interim periods. To finance our operations, we have received advances from related parties, loan payables and completed several rounds of financing, raising $93,200 through private placements of our common stock.
Recent Developments
Amendment of Articles
On January 16, 2014, the Company filed a certificate of amendment (the “Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Nevada in order to (i) change its name to “Gold Torrent, Inc.” in order to better reflect the direction and business of the Company (“Name Change”), (ii) effectuate a one (1) for five (5) reverse split of the Company’s shares of common stock, par value $0.001 per share (“Reverse Split”) and (iii) increase the number of authorized shares of capital stock of the Company to 220,000,000 shares, which shall be divided into two classes as follows: 200,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of “blank check” preferred stock, par value $0.001 per share (the “Increase of Authorized Capital” and together with the Name Change and the Reverse Split, the “Actions”). The Actions were approved by holders of a majority of the voting power of the outstanding capital stock of the Company on December 9, 2013.
As a result of the Reverse Split, every five shares of the Company’s pre-Reverse Split common stock will be combined and reclassified into one share of the Company’s common stock post Reverse Split. No fractional shares of common stock will be issued as a result of the Reverse Split. Stockholders who otherwise would be entitled to a fractional share shall receive the next higher number of whole shares.
Throughout the Form 10-K, each instance that refers to a number of shares of our common stock, refers to the number of shares of common stock after giving effect to the Reverse Split, unless otherwise indicated.
Change in Control and Board of Directors
On September 10, 2013, certain sellers, entered into a stock purchase agreement (“Purchase Agreement”) with certain purchasers, pursuant to which the purchasers purchased 4,542,000 shares of our common stock from the sellers on a post Reverse Split basis, representing 100% of the then issued and outstanding shares of our common stock.
Effective September 30, 2013, Michael Palethorpe, our sole officer and director tendered his resignation as an officer. Ryan Hart was appointed as our Chief Executive Officer and President and Daniel Kunz was elected to be the Executive Chairman of the Board of Directors.
Effective October 14, 2013, Michael Palethorpe resigned as a director and each of Ryan Hart, Alexander Kunz, Roy Eiguren and Steven McGrath was elected to serve on our Board of Directors.
As a result of the change in control and Board of Directors, the due to the related parties balance has been reclassified as accounts payable in the audited financial statements.
Item 1A. Risk Factors
Not required.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our executive office is located at 960 Broadway Avenue, Suite 160, Boise, Idaho 83707.
This office is currently provided to us free of charge by an officer and director. As of the date of this report, we had not entered into any lease agreement for this office, and we do not plan to recognize any rent expenses for it. We believe that this office is suitable for our current operations and we do not anticipate requiring any additional property in the foreseeable future.
Item 3. Legal Proceedings
We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is quoted on the OTCQB under the trading symbol “CEAC”. Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be a market for our common stock in the future.
OTCQB securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCQB issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
Our common stock became eligible for quotation on the OTC Bulletin Board on November 16, 2009. On July 23, 2012, our common stock was deleted from the OTC Bulletin Board and it is now quoted exclusively on the OTCQB. The following quotations reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.
| OTC Bulletin Board / OTCQB | |
| Quarter Ended | | | High ($) | | | | Low ($) | |
| March 31, 2014 | | | 1.500 | | | | 1.500 | |
| December 31, 2013 | | | 1.500 | | | | 1.500 | |
| September 30, 2013 | | | 0.075 | | | | 0.075 | |
| June 30, 2013 | | | 0.075 | | | | 0.075 | |
| March 31, 2013 | | | 0.075 | | | | 0.075 | |
| December 31, 2012 | | | 0.075 | | | | 0.075 | |
| September 30, 2012 | | | 0.075 | | | | 0.075 | |
| June 30, 2012 | | | 0.075 | | | | 0.075 | |
Holders
As of June 24, 2014, there were approximately 37 holders of record of our common stock. We do not believe that a significant number of beneficial owners hold their shares of our common stock in street name.
Dividends
On October 7, 2010, we approved a stock dividend of nine (9) authorized but unissued shares of our common stock on each one (1) issued and outstanding share of our common stock held by shareholders of record as of October 29, 2010. On the same day, we received approval from the Financial Industry Regulatory Authority to effect the dividend by way of a forward split effective as of November 1, 2010.
Other than as described above, as of the date of this report, we had not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock for the foreseeable future. We intend to retain earnings, if any, to finance the development and expansion of our business. Our future dividend policy will be subject to the discretion of our Board of Directors and will depend upon our future earnings, if any, our financial condition, our capital requirements, general business conditions and other factors.
Equity Compensation Plans
As of the date of this report, we did not have any equity compensation plans.
Recent Sales of Unregistered Securities
On February 26, 2014, we entered into subscription agreements with two subscribers, who are also our directors, for the issuance of an aggregate of 28,000 shares of common stock at a purchase price of $1.25 per share for a total amount of $35,000 in cash. These shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder. Certificates representing these shares will contain a legend stating the restrictions applicable to such shares.
Item 6. Selected Financial Data
Not required.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.
Results of Operations
Revenues
We have limited operational history. From our inception on August 15, 2006 to March 31, 2014, we did not generate any revenues. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.
Expenses
From our inception on August 15, 2006 to March 31, 2014, we incurred total expenses of $559,455, including $310,903 in accounting and legal fees, $101,316 in licenses and fees, $133,728 in consulting and development fees, $6,992 in office expenses, $5,988 in bank charges and $528 in amortization.
For the fiscal year ended March 31, 2014, we incurred total expenses of $131,136, including $78,134 in accounting and legal fees, $14,752 in licenses and fees, $35,000 in consulting and development fees, $2,015 in bank charges and $1,235 in office expenses. For the fiscal year ended March 31, 2013, we incurred total expenses of $96,202, including $36,723 in accounting and legal fees, $22,540 in licenses and fees, $35,000 in consulting and development fees, $1,884 in bank charges and $55 in office expenses. The increase in expenses are mainly due to increase in the accounting and legal fees we incurred in connection with the changes in control.
Net Loss
From our inception on August 15, 2006 to March 31, 2014, we incurred a net loss of $559,455. For the fiscal year ended March 31, 2014, we incurred a net loss of $131,136 and a net loss per share of $0.03. For the fiscal year ended March 31, 2013, we incurred a net loss of $96,202 and a net loss per share of $0.02.
Liquidity and Capital Resources
As of March 31, 2014, we had $35,696 in cash, $2,060 in non-current assets, $504,011 in total liabilities and a working capital deficit of $468,315. As of March 31, 2014, we had an accumulated deficit of $559,455. We are dependent on funds raised through equity financing and advances from related parties. Our cumulative net loss of $559,455 from our inception on August 15, 2006 to March 31, 2014 was funded by equity financing and advances from stockholders. Since our inception on August 15, 2006, we have raised gross proceeds of $93,200 in cash from the sale of our securities.
From our inception on August 15, 2006 to March 31, 2014, we spent $93,032 on operating activities. During the fiscal year ended March 31, 2014, we spent $41,431 on operating activities, compared to $102,733 during the fiscal year ended March 31, 2013. Our decrease in cash spending on operating activities during the fiscal year ended March 31, 2014 was primarily due to the increase in accounts payable between the two periods.
From our inception on August 15, 2006 to March 31, 2014, we spent $2,588 on investing activities, for purchases of equipment and intangible asset. During the fiscal year ended March 31, 2014, we did not engage in any investing activities, whereas during the fiscal year ended March 31, 2013, we spent $2,060 on investing activities, for intangible asset purchases.
From our inception on August 15, 2006 to March 31, 2014, we received $131,316 from financing activities, including $39,266 in advances from stockholders and $92,050 in net proceeds from the issuance of our common stock. During the fiscal year ended March 31, 2014, we received $74,266 in cash from financing activities, including $39,266 in advances from stockholders and $35,000 in net proceeds from the issuance of our common stock compared to cash receipts of $107,614 from advances from related parties during the fiscal year ended March 31, 2013.
Our increase in cash for the fiscal year ended March 31, 2014 was $32,835 mainly due to decrease in cash used in operating activities.
During the fiscal year ended March 31, 2014, our monthly cash requirements to fund our operating activities, was approximately $10,928, compared to approximately $8,016 during the fiscal year ended March 31, 2013. In the absence of the continued sale of our common stock or advances from related parties, our cash of $35,696 as of March 31, 2014 is sufficient to cover our current monthly burn rate for three months. Until we are able to complete private and/or public financing as described below, we anticipate that we will rely on advances from related parties to proceed with our plan of operations.
Our business strategy going forward is to acquire ownership in late-stage exploration to development-stage gold mining projects and/or royalty or streaming interests in low capital intensity, mining projects in North America. Our main focus will be on identifying solid resources, and then utilize funding to bring a distressed asset into production, while either securing equity ownership or rights of title in the form of royalties.
We expect to require approximately $1,200,000 to carry out our business strategy. Our plan of operations over the next 12 months is to obtain the necessary financing to fill a number of key operational positions. If we secure less than the full amount of financing that we require, we will not be able to carry out our complete business plan and we will be forced to proceed with a scaled back business plan based on our available financial resources.
Future Financings
We have not generated any revenues, have achieved losses since our inception, and rely upon the sale of our securities, loans and advances from related parties to fund our operations. We anticipate that we will incur substantial losses for the foreseeable future, and we are dependent upon obtaining outside financing to carry out our operations. Our audited financial statements for the year ended March 31, 2014 have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.
We will require approximately $1,200,000 over the next 12 months in order to enable us to proceed with our plan of operations, including paying our ongoing expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we intend to raise the balance of our cash requirements for the next 12 months from private placements, advances from related parties or possibly a registered public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising enough money through such efforts, we may review other financing possibilities such as bank loans. At this time we do not have a commitment from any broker-dealer to provide us with financing, and there is no guarantee that any financing will be available to us or if available, on terms that will be acceptable to us.
If we are unable to obtain the necessary additional financing, then we plan to reduce the amounts that we spend on our operations so as not to exceed the amount of capital resources that are available to us. If we do not secure additional financing our current cash reserves and working capital will not be sufficient to enable us to sustain our operations for the next 12 months, even if we do decide to scale back our operations.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
Our audited financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our audited financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management.
Foreign Currency Translation
Our audited financial statements are presented in United States dollars. Transactions in currencies other than the U.S. dollar are translated into U.S. dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities. Expenses are translated at the average rates for the period, excluding amortization, which is translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net loss.
Reverse Split Accounting
During the year ended March 31, 2014, the Company reverse split its common stock on the basis of one for five. All figures as to the number of common stock as well as loss per shares in the financial statements and throughout the Form 10-K are reverse split amounts and have been retroactively restated.
Recent Accounting Guidance Not Yet Adopted
On June 10, 2014, the Financial Accounting Standards Board (FASB) issued a new accounting standard that reduces some of the disclosure and reporting requirements for developmentstage entities. The change will be effective for interim and annual reporting periods beginning after December 15, 2014, with early adoption permitted. As of such date, among other things, development stage entities will no longer be required to report inception-to-date information. The Company is currently assessing what effects this will have on the presentation of its financial statements in future filings.
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not required.
Item 8. Financial Statements and Supplementary Data
GOLD TORRENT, INC.
(Formerly Celldonate Inc.)
(A Development Stage Company)
March 31, 2014 and 2013
Financial Statements
(Expressed in US Dollars)
Financial Statement Index
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors and Stockholders of GOLD TORRENT, INC.
(Formerly Celldonate Inc.)
We have audited the accompanying balance sheets of Gold Torrent, Inc. as at March 31, 2014 and 2013, and the statements of operations, stockholders’ deficiency and cash flows for the years ended March 31, 2014 and 2013, and for the period from August 15, 2006 (inception) to March 31, 2014. 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 an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 the Company as at March 31, 2014 and 2013, and the results of its operations and its cash flows for the years ended March 31, 2014 and 2013, and for the period from August 15, 2006 (inception) to March 31, 2014 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements referred to above have been prepared assuming the Company will continue as a going concern. As discussed in note 1 to the financial statements, the Company incurred losses from operations since inception, has not attained profitable operations and is dependent upon obtaining adequate financing to fulfill its operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed is note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Smythe Ratcliffe LLP
Chartered Accountants
Vancouver, Canada
June 18, 2014
GOLD TORRENT, INC.
(Formerly Celldonate Inc.)
(A Development Stage Company)
Balance Sheets
(Expressed in US dollars)
| | | March 31, 2014 | | | March 31, 2013 | |
| | | | | | | |
| Assets | | | | | | | | |
| | | | | | | | | |
| Current | | | | | | | | |
| Cash | | $ | 35,696 | | | $ | 2,861 | |
| Intangible asset(note 7) | | | 2,060 | | | | 2,060 | |
| | | $ | 37,756 | | | $ | 4,921 | |
| | | | | | | | | |
| Liabilities | | | | | | | | |
| | | | | | | | | |
| Current | | | | | | | | |
| Accounts payable (note 5) | | $ | 453,355 | | | $ | 20,632 | |
| Accrued liabilities (note 3) | | | 10,000 | | | | 10,000 | |
| Due to related parties (note 5) | | | - | | | | 344,408 | |
| Stockholders’ loans (note 6) | | | 40,656 | | | | - | |
| | | | 504,011 | | | | 375,040 | |
| | | | | | | | | |
| Stockholders’ Deficiency | | | | | | | | |
| | | | | | | | | |
| Common Stock(note 4) | | | | | | | | |
| Authorized: | | | | | | | | |
| 200,000,000 common shares, $0.001 par value | | | | | | | | |
| 20,000,000 preferred shares, $0.001 par value | | | | | | | | |
| Issued and outstanding: | | | | | | | | |
| 4,610,000 common shares, $0.001 par value | | | 22,938 | | | | 22,910 | |
| | | | | | | | | |
| Additional Paid-in Capital | | | 70,262 | | | | 35,290 | |
| Deficit Accumulated During the Development Stage | | | (559,455 | ) | | | (428,319 | ) |
| | | | | | | | | |
| | | | (466,255 | ) | | | (370,119 | ) |
| | | | | | | | | |
| | | $ | 37,756 | | | $ | 4,921 | |
Nature of operations and going concern (note 1)
See accompanying notes to financial statements.
GOLD TORRENT, INC.
(Formerly Celldonate Inc.)
(A Development Stage Company)
Statements of Operations
(Expressed in US dollars)
| | | For the Year Ended
March 31, 2014 | | | For the Year Ended
March 31, 2013 | | | Period from
August 15, 2006
(inception) to
March 31, 2014 | |
| | | | | | | | | | |
| Expenses | | | | | | | | | | | | |
| Accounting and legal | | $ | 78,134 | | | $ | 36,723 | | | $ | 310,903 | |
| Licenses and fees | | | 14,752 | | | | 22,540 | | | | 101,316 | |
| Bank charges and finance fees | | | 2,015 | | | | 1,884 | | | | 5,988 | |
| Office | | | 1,235 | | | | 55 | | | | 6,992 | |
| Consulting and development fees | | | 35,000 | | | | 35,000 | | | | 133,728 | |
| Amortization | | | - | | | | - | | | | 528 | |
| | | | | | | | | | | | | |
| Net Loss and Comprehensive Loss for Period | | $ | (131,136 | ) | | $ | (96,202 | ) | | $ | (559,455 | ) |
| | | | | | | | | | | | | |
| Basic and diluted loss per share | | $ | (0.03 | ) | | $ | (0.02 | ) | | | | |
| | | | | | | | | | | | | |
| Weighted average number of common shares outstanding | | | 4,584,455 | | | | 4,582,000 | | | | | |
See accompanying notes to financial statements.
GOLD TORRENT, INC.
(Formerly Celldonate Inc.)
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US dollars)
| | | For the Year Ended
March 31, 2014 | | | For the Year Ended
March 31, 2013 | | | Period from
August 15, 2006
(inception) to
March 31, 2014 | |
| | | | | | | | | | |
| Cash Flow from Operating Activities | | | | | | | | | | | | |
| Net loss for the period | | $ | (131,136 | ) | | $ | (96,202 | ) | | $ | (559,455 | ) |
| Amortization of equipment | | | - | | | | - | | | | 528 | |
| Interest on stockholders loans | | | 1,390 | | | | - | | | | 1,390 | |
| Shares issued for services | | | - | | | | - | | | | 1,150 | |
| Changes in assets and liabilities | | | | | | | | | | | | |
| Accounts payable | | | 88,315 | | | | (9,031 | ) | | | 453,355 | |
| Accrued liabilities | | | - | | | | 2,500 | | | | 10,000 | |
| | | | | | | | | | | | | |
| Cash Used in Operating Activities | | | (41,431 | ) | | | (102,733 | ) | | | (93,032 | ) |
| | | | | | | | | | | | | |
| Cash Flow from Investing Activities | | | | | | | | | | | | |
| Purchase of intangible asset | | | - | | | | (2,060 | ) | | | (2,060 | ) |
| Purchase of equipment | | | - | | | | - | | | | (528 | ) |
| | | | | | | | | | | | | |
| Cash Used in Investing Activities | | | - | | | | (2,060 | ) | | | (2,588 | ) |
| | | | | | | | | | | | | |
| Cash Flow from Financing Activities | | | | | | | | | | | | |
| Net proceeds from issuance of common stock | | | 35,000 | | | | - | | | | 92,050 | |
| Loan received from third party | | | - | | | | 400,000 | | | | 400,000 | |
| Advances to related party | | | - | | | | (400,000 | ) | | | (400,000 | ) |
| Advances from related parties | | | - | | | | 107,614 | | | | - | |
| Loans received from stockholders | | | 39,266 | | | | - | | | | 39,266 | |
| | | | | | | | | | | | | |
| Cash Provided by Financing Activities | | | 74,266 | | | | 107,614 | | | | 131,316 | |
| | | | | | | | | | | | | |
| Increase in Cash | | | 32,835 | | | | 2,821 | | | | 35,696 | |
| Cash, Beginning of Period | | | 2,861 | | | | 40 | | | | - | |
| | | | | | | | | | | | | |
| Cash, End of Period | | $ | 35,696 | | | $ | 2,861 | | | $ | 35,696 | |
| | | | | | | | | | | | | |
| Supplemental Information | | | | | | | | | | | | |
| Stock dividend issued for no consideration | | $ | - | | | $ | - | | | $ | 20,619 | |
| Shares issued for services | | $ | - | | | $ | - | | | $ | 1,150 | |
| Tax paid | | $ | - | | | $ | - | | | $ | - | |
| Interest paid | | $ | - | | | $ | - | | | $ | - | |
See accompanying notes to financial statements
GOLD TORRENT, INC.
(Formerly Celldonate Inc.)
(A Development Stage Company)
Statements of Stockholders’ Deficiency
(Expressed in US dollars)
| | | Shares of Common
Stock Issued | | | Common
Stock | | | Share
Sub-scriptions | | | Additional Paid-in Capital | | | Deficit
Accumulated
During the
Development
Stage | | | Total | |
| Balance, August 15, 2006 (inception) | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| Shares issued to founders for services | | | 2,300,000 | | | | 1,150 | | | | - | | | | - | | | | - | | | | 1,150 | |
| Shares issued for cash | | | 320,000 | | | | 160 | | | | - | | | | 7,840 | | | | - | | | | 8,000 | |
| Net loss for period | | | - | | | | - | | | | - | | | | - | | | | (55,294 | ) | | | (55,294 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, March 31, 2007 | | | 2,620,000 | | | | 1,310 | | | | - | | | | 7,840 | | | | (55,294 | ) | | | (46,144 | ) |
| Shares issued for cash | | | 228,000 | | | | 114 | | | | - | | | | 5,586 | | | | - | | | | 5,700 | |
| Share subscriptions received | | | - | | | | - | | | | 43,350 | | | | - | | | | - | | | | 43,350 | |
| Net loss for year | | | - | | | | - | | | | - | | | | - | | | | (37,962 | ) | | | (37,962 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, March 31, 2008 | | | 2,848,000 | | | | 1,424 | | | | 43,350 | | | | 13,426 | | | | (93,256 | ) | | | (35,056 | ) |
| Shares issued for cash | | | 1,734,000 | | | | 867 | | | | (43,350 | ) | | | 42,483 | | | | - | | | | - | |
| Net loss for year | | | - | | | | - | | | | - | | | | - | | | | (52,476 | ) | | | (52,476 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, March 31, 2009 | | | 4,582,000 | | | | 2,291 | | | | - | | | | 55,909 | | | | (145,732 | ) | | | (87,532 | ) |
| Net loss for year | | | - | | | | - | | | | - | | | | - | | | | (63,204 | ) | | | (63,204 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, March 31, 2010 | | | 4,582,000 | | | | 2,291 | | | | - | | | | 55,909 | | | | (208,936 | ) | | | (150,736 | ) |
| Stock dividend | | | - | | | | 20,619 | | | | - | | | | (20,619 | ) | | | - | | | | - | |
| Net loss for year | | | - | | | | - | | | | - | | | | - | | | | (59,922 | ) | | | (59,922 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, March 31, 2011 | | | 4,582,000 | | | | 22,910 | | | | - | | | | 35,290 | | | | (268,858 | ) | | | (210,658 | ) |
| Net loss for year | | | - | | | | - | | | | - | | | | - | | | | (63,259 | ) | | | (63,259 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, March 31, 2012 | | | 4,582,000 | | | | 22,910 | | | | - | | | | 35,290 | | | | (332,117 | ) | | | (273,917 | ) |
| Net loss for year | | | | | | | | | | | | | | | | | | | (96,202 | ) | | | (96,202 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, March 31, 2013 | | | 4,582,000 | | | | 22,910 | | | | - | | | | 35,290 | | | | (428,319 | ) | | | (370,119 | ) |
| Shares issued for cash | | | 28,000 | | | | 28 | | | | | | | | 34,972 | | | | - | | | | 35,000 | |
| Net loss for year | | | - | | | | - | | | | - | | | | - | | | | (131,136 | ) | | | (131,136 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, March 31, 2014 | | | 4,610,000 | | | $ | 22,938 | | | $ | - | | | $ | 70,262 | | | $ | (559,455 | ) | | $ | (466,255 | ) |
See accompanying notes to financial statements.
GOLD TORRENT, INC.
(Formerly Celldonate Inc.)
(A Development Stage Company)
Notes to Financial Statements
Years Ended March 31, 2014 and 2013
(Expressed in US dollars)
| 1. | Nature of Operations and Going Concern |
GOLD TORRENT, INC. (formerly Celldonate Inc.) (the “Company”) is a development stage company and was incorporated as a Nevada company on August 15, 2006. Since inception, the Company has been creating, testing and developing mobile applications, games and tools designed to engage consumers in transacting business via mobile devices. On January 16, 2014, the Company changed its name to “Gold Torrent, Inc.” in order to better reflect the direction and business of the Company. Going forward, the Company plans to focus on acquiring ownership in late-stage exploration to development-stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America.
During the year ended March 31, 2014, the Company reverse split its common stock on the basis of one for five (note 4). All figures as to the number of shares of common stock as well as loss per share in these financial statements are post reverse split amounts and have been retroactively restated.
The Company has incurred losses since inception and has an accumulated deficit of $559,455 as of March 31, 2014, with limited resources and no source of operating cash flows. As at March 31, 2014, the Company has a working capital deficiency of $468,315 (2013 - $372,179).
The Company’s continuance as a going concern is dependent on the success of the efforts of its directors and principal stockholders in providing financial support in the short-term, raising additional capital through equity or debt financing either from its own resources or from third parties, and achieving profitable operations. In the event that such resources are not secured, the assets may not be realized or liabilities discharged at their carrying amounts, and the difference from the carrying amounts reported in these audited financial statements could be material.
The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of the assets or the amounts and classifications of the liabilities that may result from the inability of the Company to continue as a going concern.
| 2. | Significant Accounting Policies |
These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional and reporting currency is the US dollar.
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to accounts payable and accrued liabilities, the fair value of warrants attached to common shares issued and the recoverability of income tax assets. While management believes the estimates used are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.
GOLD TORRENT, INC.
(Formerly Celldonate Inc.)
(A Development Stage Company)
Notes to Financial Statements
Years Ended March 31, 2014 and 2013
(Expressed in US dollars)
| 2. | Significant Accounting Policies (continued) |
| | (c) | Basic and diluted earnings (loss) per share |
Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding. Diluted earnings (loss) per share assumes the exercise of common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.
| | (d) | Foreign currency translation |
Transactions in currencies other than the US dollar are translated into US dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities. Expenses are translated at the average rates for the period, except amortization, which is translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net loss.
| | (e) | Research and development |
Research and development expenditures are charged to operations as incurred.
All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading, available-for-sale or other financial liabilities. Financial assets and liabilities held-for-trading are measured at fair value with gains and losses recognized in net income. Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income and reported in stockholders’ equity.
A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company prioritizes the inputs into three levels that may be used to measure fair value:
| | a) | Level 1 – | Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. |
| | | | |
| | b) | Level 2 – | Applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly, such as quoted prices for similar assets or liabilities in active markets, or indirectly, such as quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions. |
| | | | |
| | c) | Level 3 – | Applies to assets or liabilities for which there are unobservable market data. |
Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as held-to-maturity, loans and receivables or other financial liabilities are included in the initial carrying value of such instruments and amortized using the effective interest method. Transaction costs classified as held-for-trading are expensed when incurred, while those classified as available-for-sale are included in the initial carrying value.
GOLD TORRENT, INC.
(Formerly Celldonate Inc.)
(A Development Stage Company)
Notes to Financial Statements
Years Ended March 31, 2014 and 2013
(Expressed in US dollars)
| 2. | Significant Accounting Policies (continued) |
The Company uses the asset and liability approach in its method of accounting for income taxes that requires the recognition of deferred tax liabilities and assets for expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company recognizes the effect of uncertain tax positions where it is more likely than not based on technical merits that the position could be sustained where the tax benefit has a greater than 50% likelihood of being realized upon settlement. A valuation allowance against deferred tax assets is recorded if based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
| | (h) | Recent accounting guidance not yet adopted |
The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. It does not expect the adoption of these pronouncements to have a material impact on its financial position, results of operations or cash flows.
The Company has designated its cash as held-for-trading; and accounts payable, accrued liabilities, amounts due to related parties and stockholders’ loans, as other financial liabilities.
The fair values of the Company’s cash, accounts payable, accrued liabilities and amounts due to related parties and stockholders’ loans approximate their carrying values due to the short-term maturity of these instruments.
Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s financial asset that is exposed to credit risk is cash, which is minimized to the extent that it is placed with a major financial institution. Concentration of credit risk exists with respect to the Company’s cash, as all amounts are held at a single major American financial institution.
The Company’s functional currency is the US dollar. The Company translates transactions in foreign currencies into US currency using rates on the date of the transactions. Translation risk is considered minimal, as the Company does not incur any significant transactions in currencies other than US dollars.
The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and liabilities.
Liquidity risk is the risk that the Company will encounter difficulty in satisfying its financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. At March 31, 2014, the Company had accounts payable of $453,355 (2013 - $20,632) which are due within 30 days or less. The Company’s due to related parties of $nil (2013 - $344,408) have no specific terms and repayment. The Company’s stockholders’ loan (note 6) of $40,656 (2013 - $nil) are interest bearing and are due December 31, 2014.
GOLD TORRENT, INC.
(Formerly Celldonate Inc.)
(A Development Stage Company)
Notes to Financial Statements
Years Ended March 31, 2014 and 2013
(Expressed in US dollars)
| 3. | Financial Instruments (continued) |
As at March 31, 2014, accrued liabilities consist of accrued accounting and legal fees of $10,000 (2013 - $10,000).
On February 26, 2014, the Company entered into subscription agreements for the issuance of 28,000 shares of common stock at a purchase price of $1.25 per share for a total amount of $35,000 in cash.
On December 9, 2013, the shareholders approved, and on January 16, 2014, the Company filed a certificate of amendment to its Certificate of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a one (1) for five (5) reverse split of the Company’s shares of common stock, par value $0.001 per share and increase the number of authorized shares of capital stock of the Company to 220,000,000 shares, which shall be divided into two classes as follows: 200,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share.
During the year ended March 31, 2013, no common shares were issued.
| 5. | Accounts Payable and Due to Related Parties |
On September 10, 2013, certain shareholders of the Company (the “Sellers”), entered into a stock purchase agreement with certain purchasers and as a result, the Sellers were no longer a related party as at March 31, 2014. Pursuant to the transaction, the comparative balances below correspond to the amounts owed to the Sellers and originally recorded as due to related parties.
| (a) | Accounts payable as at March 31, 2014 includes the following: |
| | (i) | $315,968 (2013 - $268,569) due to a company controlled by a former shareholder of the Company. |
| | | |
| | (ii) | $7,851 (2013 - $7,851) due to a company controlled by a former shareholder of the Company for payment of legal services made on behalf of the Company. |
| | | |
| | (iii) | $32,989 (2013 - $32,989) due to former directors of the Company for advances made to the Company. |
| | | |
| | (iv) | $70,000 (2013 - $35,000) due to a company controlled by a former shareholder of the Company for payment relating to web design and development expenses. |
| (b) | The Company entered into an agreement with a company controlled by a former director and former shareholder of the Company for the facilitation of its business and technology development dated August 15, 2006, as amended on May 8, 2009. The agreement required the Company to pay a monthly fee of $1,500 for services provided and to reimburse for expenses incurred on its behalf. The agreement was terminated effective September 9, 2013. The Company incurred charges of $nil (March 31, 2013 - $nil; period from August 15, 2006 to March 31, 2014 - $63,728) for the year ended March 31, 2014 pursuant to this agreement, which was expensed as consulting and development fees. |
| (c) | In addition, for the year ended March 31, 2014, the Company was charged fees of $nil (March 31, 2013 - $20,000; period from August 15, 2006 to March 31, 2014 - $53,600) by a formerly related company for administrative costs related to the Company’s filing of its regulatory documents. During the year ended March 31, 2013, the Company entered into a loan agreement with a non-related party in the principal amount of $400,000. The loan was non-interest-bearing and had no specific terms of repayment and was later offset with an advance from a related party. |
GOLD TORRENT, INC.
(Formerly Celldonate Inc.)
(A Development Stage Company)
Notes to Financial Statements
Years Ended March 31, 2014 and 2013
(Expressed in US dollars)
| 5. | Accounts Payable and Due to Related Parties (continued) |
The above amounts are recorded at the exchange amount, representing the amount agreed upon by the parties, are non-interest-bearing and have no specific terms of repayment.
During the year ended March 31, 2014, current officers, who are also shareholders, and another shareholder of the Company advanced loans of $40,656, including $1,390 of accrued interest. These loans are due on December 31, 2014 and bear interest at 10% per annum.
During the year ended March 31, 2013 the Company purchased a domain name for $2,060. Amortization relating to the intangible asset will commence when it is put into use.
Deferred income taxes reflect the tax consequences for future years of differences between the tax basis of assets and liabilities and their financial reporting amounts.
The provision for income taxes differs from the result that would be obtained by applying the statutory tax rate of 35% (2013 - 35%) to income before income taxes as follows:
| | | March 31, 2014 | | | March 31, 2013 | |
| | | | | | | |
| Computed expected income tax benefit | | $ | (45,898 | ) | | $ | (33,671 | ) |
| Change in valuation allowance | | | 45,898 | | | | 33,671 | |
| Income tax provision | | $ | - | | | $ | - | |
The potential benefit of net operating loss carry-forwards has not been recognized in these financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The components of deferred income tax assets and the amount of the valuation allowance are as follows:
| | | March 31, 2014 | | | March 31, 2013 | |
| | | | | | | |
| Net operating losses carried forward | | $ | 195,809 | | | $ | 149,912 | |
| Valuation allowance | | | (195,809 | ) | | | (149,912 | ) |
| Net deferred income tax assets | | $ | - | | | $ | - | |
GOLD TORRENT, INC.
(Formerly Celldonate Inc.)
(A Development Stage Company)
Notes to Financial Statements
Years Ended March 31, 2014 and 2013
(Expressed in US dollars)
| 8. | Income Taxes (continued) |
The Company believes that, based on a number of factors, the available objective evidence creates sufficient uncertainty regarding the reliability of the deferred income tax assets such that a full valuation allowance has been recorded. These factors include the Company’s current history of net losses and the expected near-term future losses. The operating losses amounting to $559,455 will expire between 2027 and 2034 if they are not utilized. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry-forwards:
| | Fiscal Year | | Amount | | | Expiry Date | |
| | | | | | | | |
| | 2007 | | $ | 55,294 | | | | 2027 | |
| | 2008 | | | 37,962 | | | | 2028 | |
| | 2009 | | | 52,476 | | | | 2029 | |
| | 2010 | | | 63,204 | | | | 2030 | |
| | 2011 | | | 59,922 | | | | 2031 | |
| | 2012 | | | 63,259 | | | | 2032 | |
| | 2013 | | | 96,202 | | | | 2033 | |
| | 2014 | | | 131,136 | | | | 2034 | |
| | | | $ | 559,455 | | | | | |
For the years ended March 31, 2014 and 2013, the Company did not have any unrecognized tax benefits and thus no interest and penalties relating to unrecognized tax benefits were recognized. The Company records interest and penalties on unrecognized tax benefits, if any, as a component of income tax expense. In addition, the Company does not expect that the amount of unrecognized tax benefits will change substantially within the next 12 months.
The Company’s US federal income tax returns are open to examination by the Internal Revenue Service for the 2007, 2008, 2009, 2010, 2011, 2012 and 2013 taxation years.
The Company operates primarily in one business segment being the seeking of ownership in mining projects with substantially all of its assets and operations located in the United States (2013 – Canada).
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, other then what is described below, the Company did not identify any recognized or non-recognized subsequent events that would have required further adjustment or disclosure in the financial statements.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) designed to provide reasonable assurance the information required to be reported in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified and pursuant to Securities and Exchange Commission (“SEC”) rules and forms, including controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining effective internal control over financial reporting. Under the supervision of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2014 using the criteria established inInternal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting as of March 31, 2014, we determined that there were significant deficiencies that constituted material weaknesses, as described below.
| | 1. | We do not have a majority of independent directors. We have no policy on fraud and no code of ethics at this time. |
| | | |
| | 2. | All cash management is conducted solely by one officer, which may result in the misappropriation of funds. |
| | | |
| | 3. | The lack of independent directors exercising an oversight role increases the risk of management override and potential fraud. |
| | | |
| | 4. | We are in the development stage with limited resources and limited monitoring of internal control and assessment of risk is conducted. |
Management is currently evaluating remediation plans for the above control deficiencies.
In light of the existence of these control deficiencies, management concluded that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result, management has concluded that we did not maintain effective internal control over financial reporting as of March 31, 2014 based on criteria established inInternal Control—Integrated Frameworkissued by COSO.
Changes in Internal Control
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) during the year ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth certain information of our directors and officers as of the date of this report.
| Name | | Age | | Position | | Director/Officer Since |
| Ryan Hart | | 38 | | Chief Executive Officer, President and director | | September 30, 2013 |
| Daniel Kunz | | 62 | | Executive Chairman | | September 30, 2013 |
| Alexander Kunz | | 30 | | Chief Financial Officer and director | | October 14, 2013 |
| Roy Eiguren | | 62 | | Director | | October 14, 2013 |
| Steven McGrath | | 65 | | Director | | October 14, 2013 |
Ryan E. Hart – President and Chief Executive Officer
After working several years at Credit Suisse and UBS in the fields of Equity Trading and Portfolio Management, Mr. Hart worked as an alternative investment advisor – with a strong focus on hedge funds and venture capital – to independent asset managers and high net worth individuals. Mr. Hart and his clients have been early investors in numerous public and private businesses, offering start-up and small companies the financial resources and network to execute their business plans and create sustainable shareholder value. Past and current portfolio holdings include investments in the information technology, oil and gas, precious metals mining and energy/resource recovery, tobacco as well as timber sectors. From November 2009 to December 2012, Mr. Hart first served as Chairman and later as Chief Executive Officer of another mining company, Turk Power Corporation. From December 2012 to September 2013, Mr. Hart served as Chief Executive Officer of Zinco de Brazil, a company primarily engaged in the mining business. Mr. Hart holds a Bachelor Degree in Business Administration and is fluent in German and English.
Daniel Kunz – Executive Chairman
Mr. Kunz has significant experience in international mining, engineering and construction, including, marketing, business development, management, accounting, finance and operations. Mr. Kunz was senior vice president and Chief Operating Officer of Ivanhoe Mines Ltd. from November 1997 until October 2000, and then was President, Chief Executive Officer and director from November 2000 until March 2003. Mr. Kunz also headed the finance, development, construction and operation of a low cost heap leach, copper cathode mine in Myanmar, developed a small high-grade gold mine in South Korea, led the acquisition of the Savage River iron ore pellet mine and facility in Australia and directed the startup of test production at a metallurgically complex 13 million ounce gold mine in Kazakhstan. From April 2003 to March 2004, Mr. Kunz served as interim President and Director of Jinshan Gold Mines, a subsidiary of Ivanhoe Mines Ltd. In 2003 Jinshan Gold Mines was acquired by China National Gold Corp. Jinshan was engaged in heap leach gold production and through extensive local partnerships and ventures explored for copper, gold and platinum group metals in China. As Co-Founder, President and CEO of MK Gold Company, he directed its initial public offering on the NASDAQ exchange in 1993.
Mr. Kunz held executive positions with NYSE listed Morrison Knudsen Corporation (including as Corporate Vice President and Controller) for 17 years. During his tenure at Morrison Knudsen Corporation, Mr. Kunz was involved in international and local mine operations, engineering and finance for numerous contract mining and owned and operated coal, gold, silver, limestone, aggregate, and copper mines. Mr. Kunz holds a Masters of Business Administration and a Bachelor of Science in Engineering. Mr. Kunz was selected to serve on our Board based on his knowledge of and relationships in the mining business.
Alexander Kunz – Chief Financial Officer and Director
Mr. Kunz is a licensed attorney with several years of experience in government regulation and regulatory law at Capitol Law Group in Boise, Idaho. Prior to working with Daniel Kunz & Associates, Mr. Kunz served at the United States Treasury Alcohol and Tobacco Tax and Trade Bureau for one year during 2012 in Washington D.C where he helped author several regulatory laws. He served as associate legal counsel to Kenai Resources Ltd, a gold exploration company with properties in Brazil, Oregon, Idaho and Venezuela where he worked with the Bureau of Land Management on land matters from 2004 to 2005. Mr. Kunz holds a BS in biology/chemistry and a Masters in Management Science as well as a Juris Doctorate from Creighton University. Mr. Kunz has the legal and technical skills and prior experience to assist us in due diligence and investigations for the sourcing and acquisition of mineral resource properties and opportunities.
Roy Eiguren – Director
Mr. Eiguren is a partner in the lobbying and public policy consulting firm of Sullivan, Reberger and Eiguren and formerly was the President of Eiguren Public Policy LLC, a lobbying and public policy consulting firm which he founded in 2007. He is Of Counsel to the Capitol Law Group in Boise. In addition, Mr. Eiguren is President of Inland Public Properties Development Company of Idaho, which leases real estate facilities. Prior to April 2007, he was a senior partner in the Boise law firm of Givens Pursley LLP. Before entering private practice in 1984, Mr. Eiguren worked as a Special Assistant to the Administrator and CEO of the Bonneville Power Administration, U.S. Department of Energy, and prior to that, served as Chief of the Legislative and Administrative Affairs Division of the Idaho Attorney General’s office. He also served two years as Deputy Prosecuting Attorney for Ada County, Idaho. Mr. Eiguren is a member of the American and Federal Bar Association. He is a former Director of Avista Corporation, where he served on the Audit Committee and the Energy, Environmental, and Operations Committees of the Board. Mr. Eiguren is the Chairman of the Board of Advisors of Exergy Development Company. He is a past Chairman of the Boise Metro Chamber of Commerce, and the Chairman of the Idaho State Capitol Commission. Mr. Eiguren is a native of Idaho and graduated in 1974 from the University of Idaho with a Bachelor of Arts Degree in political science and a law degree in 1977. He is a graduate of the Executive Management Program of Dartmouth College’s School of Business Administration. Mr. Eiguren is also the President of the Cenarrusa Center for Basque Culture. Mr. Eiguren has experience as a public listed company director and has the skills and experience required to provide independent direction and corporate governance oversight for the Company.
Steven McGrath – Director
Mr. McGrath has over 30 years’ experience as a hydrometallurgist and chemist. From 1997 to 2005 he worked as the Chief Research Chemist and Metallurgist for Montec Research, Inc. (Resodyn Corp.) and has served as Principal Investigator on projects for the National Science Foundation, Department of Energy, Department of Defense, Environmental Protection Agency and the National Oceanic and Atmospheric Administration. From 1996 to 1997 he was a geochemist for Montana Bureau of Mines and Geology, and from 1993 to 1995 he was a Research Hydrometallurgist for Metanetix, Inc. From 1990 to 1993 and from 2005 to 2013 he was Chief Chemist to the Montana Bureau of Mines and Geology. Mr. McGrath recently retired from the Montana Bureau of Mines and Geology where he was involved in mineral analytical work and metallurgical studies of a significant number of projects in North America. He is a graduate of the University of Montana (B.A., 1974) and the Montana College of Mineral Science and Technology (B.S., 1980; M.S., 1983; and M.S., 1992). Mr. McGrath has the metallurgical experience, skills and background to act as an independent director providing direction regarding the identification and selection of mineral resource projects for the Company.
Significant Employees
Other than as described above, we do not expect any other individuals to make a significant contribution to our business.
Family Relationships
There are no family relationships among our directors, executive officers or persons nominated or chosen by us to become directors or executive officers except that Alexander Kunz is the son of Daniel Kunz.
Legal Proceedings
None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past 10 years:
| | ● | 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; |
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| | ● | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
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| | ● | being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; |
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| | ● | being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated; |
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| | ● | any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business activity; |
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| | ● | and judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions; or |
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| | ● | any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization. |
Section 16(a) Beneficial Ownership Compliance Reporting
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended March 31, 2014 our directors, executive officers and 10% stockholders complied with all applicable filing requirements except that each of Daniel Kunz and Steven McGrath was late in filing a Form 4 for purchase of shares of the Company’s common stock.
Code of Ethics
We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We expect to adopt a code as we develop our business.
Audit Committee
We do not have an audit committee. Our entire Board of Directors carries out the functions of the audit committee.
Our Board has determined that we do not have an audit committee financial expert on our Board carrying out the duties of the audit committee. The Board has determined that the cost of hiring a financial expert to act as a director and to be a member of the audit committee or otherwise perform audit committee functions outweighs the benefits of having an audit committee financial expert on the Board.
Nomination Procedures for Directors
We do not have a nominating committee. Our Board of Directors selects individuals to stand for election as members of the Board, and does not have a policy with regards to the consideration of any director candidates recommended by our security holders. Our Board has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when it considers a nominee for a position on our Board. If security holders wish to recommend candidates directly to our Board, they may do so by communicating directly with our President at the address specified on the cover of this annual report. There has not been any change to the procedures that our shareholder may recommend nominees to our Board of Directors.
Item 11. Executive Compensation
None of our directors or executive officers received any compensation from us during our last two completed fiscal years. Pursuant to Item 402(a)(5) of Regulation S-K we have omitted all tables and columns since no compensation has been awarded to, earned by, or paid to these individuals.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.
Compensation Committee
We currently do not have a compensation committee of the Board of Directors or a committee performing similar functions. It is the view of the Board that it is appropriate for us not to have such a committee because of our size and because the Board as a whole participates in the consideration of executive compensation. None of our executive officers served as a director or member of the compensation committee of any entity that has one or more executive officers serving on our Board.
Compensation of Directors
Our directors have not received any compensation for their services as directors from our inception on August 15, 2006 to March 31, 2014. We have no formal plan for compensating our directors for their services in the future in their capacity as directors, although such directors are expected in the future to receive options to purchase shares of our common stock as awarded by our Board of Directors or any compensation committee that may be established.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
We do not have any compensation plans or individual compensation arrangements under which our securities are authorized for issuance to either employees or non-employees.
The following table sets forth the ownership, as of June 24, 2014, of our common stock by each of our directors, by all of our executive officers and directors as a group and by each person known to us who is the beneficial owner of more than 5% of any class of our securities. As of June 24, 2014, there were 4,635,002 shares of our common stock issued and outstanding. All persons named have sole or shared voting and investment control with respect to the shares, except as otherwise noted. The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this annual report.
| Name and Address of Beneficial Owner (1) | | Common Stock
Beneficially Owned | | | Percentage of
Common Stock (2) | |
| Directors and Officers: | | | | | | | | |
Daniel Kunz
Executive Chairman | | | 1,386,184 | | | | 29.91 | % |
Ryan Hart
Chief Executive Officer, President and Director | | | 314,125 | | | | 6.78 | % |
Alexander Kunz
Chief Financial Officer and Director | | | 150,000 | | | | 3.24 | % |
Roy Eiguren
Independent Director | | | 100,000 | | | | 2.16 | % |
Steven McGrath
Independent Director | | | 108,000 | | | | 2.33 | % |
| All officers and directors as a group (five persons) | | | 2,058,309 | | | | 44.41 | % |
| 5% Shareholders | | | | | | | | |
Commodore Commodity Corp.
1000 Woodbury Rd, Suite 207
Woodbuy, NY 11747 | | | 444,667 | | | | 9.56 | % |
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| | (1) | Except as otherwise indicated, the address of each beneficial owner is the Company’s address. |
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| | (2) | Applicable percentage ownership is based on 4,635,002 shares of common stock outstanding as of June 24, 2014, together with securities exercisable or convertible into shares of common stock within 60 days of June 24, 2014, for each stockholder. Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of June 24, 2014, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. |
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| | (3) | Kenneth Orr holds voting and dispositive power of the shares held by Commodore Commodity Corp. |
Change of Control
As of the date of this report, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.
Item 13. Certain Relationships and Related Transactions, and Director Independence
As at March 31, 2014, we were indebted $310,563 to Caring Capital Corporation, a company controlled by David Strebinger, our former President, Chief Executive Officer, Secretary and director, for consulting and development costs paid on our behalf. This amount is non-interest bearing and has no specific terms of repayment. In addition, during the year ended March 31, 2013, that company charged us $20,000 in administrative costs related to the preparation of our regulatory filings throughout the year.
As at March 31, 2014, we were indebted $7,851 to Chelber Real Estate Inc., a company controlled by Chelsea Greene, the spouse of Mr. Strebinger, for legal fees paid on our behalf. This amount is non-interest bearing and has no specific terms of repayment.
As at March 31, 2014, we were indebted $32,838 to Mr. Strebinger for advances made to us for the purpose of working capital. This amount is non-interest bearing and has no specific terms of repayment.
As at March 31, 2014, we were indebted $70,000 to Wantsa Media Inc., a company controlled by Mr. Strebinger, for development work done on our behalf. This amount is non-interest bearing and has no specific terms of repayment.
As at March 31, 2014, we were indebted $25,677 to Daniel Kunz and Daniel Kunz & Associates for advances made to us for the purpose of working capital. This loan has an interest of 10% per annum and is due December 31, 2014.
As at March 31, 2014, we were indebted $10,541 to Triumph Small Cap Fund, Inc, a company controlled by a shareholder for advances made to us for the purpose of working capital. This loan has an interest of 10% per annum and is due December 31, 2014.
As at March 31, 2014, we were indebted $4,439 to Ryan Hart for advances made to us for the purpose of working capital. This amount loan has an interest of 10% per annum and is due December 31, 2014.
Other than as described above, we have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of those persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last two fiscal years.
Related Person Transaction Policy
Our Board of Directors is responsible to approve all related party transactions. We have not adopted written policies and procedures specifically for related person transactions.
Director Independence
The OTC Bulletin Board on which our common stock is quoted does not have any director independence requirements. We currently use NASDAQ’s general definition for determining director independence, which states that “independent director” means a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, that, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of the director. Two of our current directors, Steven McGrath and Roy Eiguren, meet this definition of independence.
Item 14. Principal Accountant Fees and Services
Audit and Non-Audit Fees
The following table sets forth the fees for professional audit services and the fees billed for other services rendered by our auditors, Smythe Ratcliffe LLP Chartered Accountants, in connection with the audit of our financial statements for the years ended March 31, 2014 and 2013, and any other fees billed for services rendered by our auditors during these periods.
| | | Year Ended
March 31, 2014 ($) | | | Year Ended
March 31, 2013 ($) | |
| Audit fees | | | 14,500 | | | | 15,500 | |
| Audit-related fees | | | - | | | | - | |
| Tax fees | | | - | | | | - | |
| All other fees | | | - | | | | 200 | |
| Total | | | 14,500 | | | | 15,700 | |
Since our inception, our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees at least annually. The Board, acting as the audit committee, pre-approved all audit related services for the year ended March 31, 2014.
PART IV
Item 15. Exhibits, Financial Statement Schedules
| Exhibit Number | | Exhibit Description |
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| 3.1 | | Articles of Incorporation (1) |
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| 3.2 | | Articles of Amendment (2) |
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| 3.3 | | Bylaws (1) |
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| 31.1 | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
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| 31.2 | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
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| 32.1 | | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
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| 32.2 | | Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 8** |
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| 101.INS | | XBRL Instance Document* |
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| 101.SCH | | XBRL Taxonomy Extension Schema* |
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| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase* |
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| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase* |
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| 101.LAB | | XBRL Taxonomy Extension Label Linkbase* |
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| 101.PRE | | XBRL Taxonomy Presentation Linkbase* |
* Filed herewith.
** Furnished herewith.
| (1) | Incorporated herein by reference to exhibits to our registration statement on Form S-1 filed with the SEC on May 18, 2009. |
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| (2) | Incorporated herein by reference to Exhibit 3.1 to our current report on Form 8-K filed with the SEC on January 23, 2014. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: June 25, 2014 | GOLD TORRENT, INC. |
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| | By: | /s/ Ryan Hart |
| | | Ryan Hart |
| | | Chief Executive Officer, President and Director |
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| | By: | /s/ Alexander Kunz |
| | | Alexander Kunz |
| | | Chief Financial Officer and Director |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| Signature | | Capacity | | Date |
| | | | | |
| /s/ Ryan Hart | | Chief Executive Officer, President and director | | June 25, 2014 |
| Ryan Hart | | (Principal Executive Officer) | | |
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| /s/ Alexander Kunz | | Chief Financial Officer and director | | June 25, 2014 |
| Alexander Kunz | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| /s/ Daniel Kunz | | Executive Officer | | June 25, 2014 |
| Daniel Kunz | | | | |
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| /s/ Roy Eiguren | | Director | | June 25, 2014 |
| Roy Eiguren | | | | |
| | | | | |
| /s/ Steven McGrath | | Director | | June 25, 2014 |
| Steven McGrath | | | | |
