Gold Torrent 10-Q 2017 Q1 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2016

or

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

For the transition period from ______________________ to ______________________

Commission file number:000-53872

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 530

Boise, Idaho 83706

(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 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 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]

As of August 16, 2016, the registrant’s outstanding common stock consisted of 12,868,600shares.

Table of Contents

	PART I – FINANCIAL INFORMATION
Item 1.	Interim Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	21
	SIGNATURES	22

2

PART 1 – FINANCIAL INFORMATION

Item 1. Interim Financial Statements

The unaudited interim financial statements of GOLD TORRENT, INC. (“we”, “our”, “us”, the “Company”) follow. All currency references in this report are to US dollars unless otherwise noted.

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GOLD TORRENT, INC.

Interim Balance Sheets

(Unaudited - Expressed in US dollars)

	June 30, 2016			March 31, 2016
				(Audited)
Assets
Current
Cash	$	351,538		$	265,315
Prepaids and deposits		98,674			138,248
	$	450,212		$	403,563
Liabilities
Current
Accounts payable (Note 6)	$	186,068		$	226,619
Accrued liabilities (Note 8)		320,507			279,750
Stockholders’ loans (Note 7)		-			93,793
		506,575			600,162
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:
12,868,602 common shares, $0.001 par value		31,097			29,157
(March 31, 2016 – 10,828,600 common shares)
Additional Paid-in Capital		2,089,253			1,606,193
Contributed Surplus (Notes 4 and 5)		208,808			208,808
Deficit		(2,385,521	)		(2,040,757	)
		(56,363	)		(196,599	)
	$	450,212		$	403,563

Nature of operations and going concern (Note 1)

See accompanying notes to interim financial statements.

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GOLD TORRENT, INC.

Interim Statements of Operations

(Unaudited - Expressed in US dollars)

	For the Three Months Ended June 30, 2016			For the Three Months Ended June 30, 2015
Expenses
Accounting and legal	$	35,300		$	14,500
Bank charges and finance fees (Note 7)		1,237			6,575
Executive compensation (Note 8)		121,250			-
Exploration and evaluation (Note 10)		162,582			352,495
Licenses and fees		5,360			41,161
Office		5,384			5,141
Travel and entertainment		13,651			11,646
Net Loss and Comprehensive Loss for the Period	$	(344,764	)	$	(431,518	)
Weighted average number of common shares outstanding		12,157,173			6,140,893
Basic and diluted loss per share	$	(0.03	)	$	(0.07	)

See accompanying notes to interim financial statements.

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GOLD TORRENT, INC.

Interim Statements of Cash Flows

(Unaudited - Expressed in US dollars)

	For the Three Months Ended June 30, 2016			For the Three Months Ended June 30, 2015
Cash Flow from Operating Activities
Net loss for the period	$	(344,764	)	$	(431,518	)
Items not involving cash:
Accrued interest		936			-
Changes in non-cash working capital items:
Prepaid and deposits		39,574			31,875
Accounts payable and accrued liabilities		206			329,081
Cash Used in Operating Activities		(304,048	)		(70,562	)
Cash Flow from Financing Activities
Net proceeds from issuance of common stock		485,000			450,000
Loans received from stockholders		-			6,550
Repayment of stockholders’ loans		(94,729	)		(200,000	)
Cash Provided by Financing Activities		390,271			256,550
Increase in Cash		86,223			185,988
Cash, Beginning of Period		265,315			80,037
Cash, End of Period	$	351,538		$	266,025
Supplemental Information
Taxes paid	$	-		$	-
Interest paid	$	-		$	-

See accompanying notes to interim financial statements.

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GOLD TORRENT, INC.

Interim Statements of Stockholders’ Deficiency

(Unaudited - Expressed in US dollars)

	Shares of Common Stock Issued		Common Stock		Additional Paid-in Capital		Contributed Surplus		Deficit			Total
Balance, March 31, 2015		5,465,000	$	23,793	$	270,657	$	199,958	$	(736,215	)	$	(241,807	)
Shares issued for cash		5,363,600		5,364		1,335,536		-		-			1,340,900
Share-based payments		-		-		-		8,850		-			8,850
Net loss for the year		-		-		-		-		(1,304,542	)		(1,304,542	)
Balance, March 31, 2016		10,828,600		29,157		1,606,193		208,808		(2,040,757	)		(196,599	)
Shares issued for cash		1,940,000		1,940		483,060		-		-			485,000
Net loss for the period		-		-		-		-		(344,764	)		(344,764	)
Balance, June 30, 2016		12,768,600	$	31,097	$	2,089,253	$	208,808	$	(2,385,521	)	$	(56,363	)

See accompanying notes to interim financial statements.

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GOLD TORRENT, INC.

Notes to Interim Financial Statements

Three Months Ended June 30, 2016 and 2015

(Unaudited - Expressed in US dollars)

1. Nature of Operations and Going Concern

GOLD TORRENT, INC. (the “Company”) was incorporated as a Nevada company on August 15, 2006 as Celldonate Inc. 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 September 10, 2013, certain shareholders, including the Company’s current Chief Executive Officer and its President, acquired approximately 53% of the Company’s issued and outstanding common stock resulting in a change of control. Thereafter the Company began 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. 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. On November 19, 2014, the Company entered into a Spin-off Agreement (the “Agreement”) with a company controlled by a former shareholder to sell all intellectual property and assets associated with the previous business of the Company, pursuant to which the Company was released from certain liabilities amounting to $420,653.

During the fiscal year ended March 31, 2015, the Company entered into an Exploration and Option to Enter Joint Venture Agreement with a third party (Note 10).

The Company has incurred losses since inception and has an accumulated deficit of $2,385,521 (March 31, 2016 - $2,040,757) as of June 30, 2016, with limited resources and limited source of operating cash flows. As at June 30, 2016, the Company has a working capital deficiency of $56,363 (March 31, 2016 – $196,599).

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 unaudited interim financial statements could be material. There is no assurance that management’s plan to seek additional capital will be realized, and these factors cast substantial doubt upon the use of the going concern assumption.

These unaudited interim 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

(a) Basis of presentation

These unaudited interim 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.

These unaudited interim financial statements reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of the interim financial information. The results of operations for the interim period presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending March 31, 2017. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted. These unaudited interim financial statements and notes included herein have been prepared on a basis consistent with, and should be read in conjunction with, the Company’s audited financial statements and notes for the year ended March 31, 2016, as filed in its Form 10-K.

(b) Use of estimates

The preparation of interim 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 interim 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, the fair value of shares issued for services, the fair value of stock options granted, and the recoverability of income tax assets.

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GOLD TORRENT, INC.

Notes to Interim Financial Statements

Three Months Ended June 30, 2016 and 2015

(Unaudited - Expressed in US dollars)

2. Significant Accounting Policies (continued)

(b) Use of estimates (continued)

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.

(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 income/loss.

(e) Financial instruments

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:

(i) Level 1 –	Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
(ii) 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.
(iii) 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.

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GOLD TORRENT, INC.

Notes to Interim Financial Statements

Three Months Ended June 30, 2016 and 2015

(Unaudited - Expressed in US dollars)

2. Significant Accounting Policies (continued)

(f) Income taxes

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.

(g) Share-based payments

The Company records all share-based payments at fair value. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized through profit or loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model.

At each balance sheet date, the amount recognized as an expense is adjusted to reflect the actual number of stock options expected to vest. On the exercise of stock options, common stock is recorded for the consideration received and for the fair value amounts previously recorded to contributed surplus. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payments.

(h) Exploration and evaluation

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. An impairment loss is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value.

(i) Recent accounting guidance adopted

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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GOLD TORRENT, INC.

Notes to Interim Financial Statements

Three Months Ended June 30, 2016 and 2015

(Unaudited - Expressed in US dollars)

3. Financial Instruments

The Company has designated its cash as held-for-trading; and accounts payable, accrued liabilities and stockholders’ loans as other financial liabilities.

(a) Fair value

The fair values of the Company’s cash, accounts payable, accrued liabilities and stockholders’ loans approximate their carrying values due to the short-term maturity of these instruments.

(b) Credit risk

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 is not exposed to significant credit risk as at June 30, 2016.

(c) Translation risk

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.

(d) Interest rate risk

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and liabilities.

(e) Liquidity risk

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 June 30, 2016, the Company had accounts payable of $186,068 (March 31, 2016 - $226,619), which are due within 30 days or less. At June 30, 2016, accrued liabilities consist of accrued accounting and legal fees of $10,000 (March 31, 2016 - $15,000), and accrued executive compensation of $310,507 (March 31, 2016 - $264,750).

4. Common Stock

During the year ended March 31, 2016, the Company entered into subscription agreements for the issuance of 5,363,600 shares of common stock at a purchase price of $0.25 per share for a total amount of $1,340,900 in cash.

During the period ended June 30, 2016, the Company entered into subscription agreements for the issuance of 1,940,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $485,000 in cash.

Subsequent to period-end, in July 2016, the Company entered into subscription agreements for the issuance of 100,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $25,000 in cash.

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GOLD TORRENT, INC.

Notes to Interim Financial Statements

Three Months Ended June 30, 2016 and 2015

(Unaudited - Expressed in US dollars)

5. Stock Options

The stock options have been granted in conjunction with an Equity Incentive Plan (the “Plan”) for employees, directors and consultants, whereby a maximum aggregate number of common shares that may be issued under the Plan are 20,000,000 common shares. The term of the options is determined by the Board of Directors and cannot exceed 10 years. The exercise price of the stock options is determined by Board of Directors, but shall not be less than the fair market value of the common stock on the date of grant. Stock options granted under the Plan vest over varying periods at the discretion of the Board of Directors.

During the period ended June 30, 2016 and fiscal year ended March 31, 2016, the Company did not grant any options to officers and directors of the Company.

The following table summarizes information about the Company’s stock options in accordance with its Plan:

	Number		Weighted-average exercise price
Balance, June 30, 2016, March 31, 2016 and 2015		175,000	$	1.27

The Company’s stock options are outstanding and exercisable as follows:

			June 30, 2016
Expiry date	Exercise price		Options outstanding		Options exercisable
July 30, 2019	$	1.25		150,000		150,000
July 30, 2019	$	1.38		25,000		25,000
				175,000		175,000

The weighted average remaining contractual life of stock options outstanding at June 30, 2016 is 3.08 (March 31, 2016 – 3.33) years. As at June 30, 2016, unamortized share-based payment expense on the outstanding options is $Nil (March 31, 2016 - $Nil).

6. Accounts Payable

Accounts payable as at June 30, 2016 includes the following:

● $81,624 due to a company controlled by an officer and stockholder of the Company;

● $10,000 due to an officer and stockholder of the Company;

● $92,000 due to a company, who is a stockholder of the Company for payment of legal services made on behalf of the Company; and

● $2,444 due to unrelated parties.

7. Stockholders’ Loans

As at June 30, 2016, current officers and stockholders of the Company had loans outstanding amounting to $Nil (March 31, 2016- $93,793). As at June 30, 2016, the Company had accrued interest of $Nil (March 31, 2016 - $13,446).

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GOLD TORRENT, INC.

Notes to Interim Financial Statements

Three Months Ended June 30, 2016 and 2015

(Unaudited - Expressed in US dollars)

8. Related Party Transactions

Transactions with related parties for goods and services are based on the exchange amount as agreed to by the related parties.

Details of related party transactions are as follows:

(a)

Effective October 1, 2014, the Company signed a technical services and administration consulting agreement with a company controlled by a director, pursuant to which the Company agreed to pay a monthly fee of $9,529 including overhead and rent. During the period ended June 30, 2016, the Company paid or accrued various expenses of $40,589 (March 31, 2016 - $447,817) relating to this agreement. In addition, as at June 30, 2016, the Company accrued finance fees of $10,000 (March 31, 2016 - $10,000) to this director.

(b)

During the year ended March 31, 2016, the Company signed employment agreements with three directors and officers. A total of $121,250 (2016 - $Nil) was accrued in the period ended June 30, 2016 as a result of these contracts, and $310,507 (2015 - $Nil) were owing as at June 30, 2016.

9. Segmented Information

The Company operates primarily in one business segment being the identification and development of mining projects with substantially all of its assets and operations located in the United States.

10. Exploration and Evaluation

On July 28, 2014, the Company entered into a non-binding Letter of Intent (“LOI”) with a third party to negotiate and enter into a Joint Venture Agreement for the development of the gold property known as Lucky Shot, Alaska (formerly known as “Willow Creek”). On November 5, 2014, the Company signed an Exploration and Option to Enter Joint Venture Agreement for the Lucky Shot project in Alaska. The Exploration and Option Agreement provides the Company with the right to earn up to 70% interest in a joint venture with Miranda USA Inc. (“Miranda”) by making certain expenditures over the next three years totaling $10,000,000. The principal terms of the Exploration and Option Agreement provide that the Company can earn an initial 20% interest in the Lucky Shot gold project by incurring an initial work commitment of $1,070,000 before November 5, 2015 in costs related to exploration and development of the project. On September 2, 2015, Miranda granted the Company a six-month extension to the dates related to the earn-in. Therefore, the Company can earn an initial 20% interest in the Lucky Shot gold project by incurring an initial work commitment of $1,070,000 before May 5, 2016 in costs related to exploration and development of the project.

On January 15, 2015 and January 6, 2016, the Company paid $150,000 for a Lease Agreement between Miranda and a private company, and the amount was included in prepaid expenses and expensed over 12 months. In addition, the Company is committed to paying $150,000 every year on January 15. The purposeof this lease is to afford Miranda the opportunity to enter onto and produce minerals from certain patents and State of Alaska mining claims located in the State of Alaska. This lease is to be vended by Miranda to the joint venture upon the Company earning its initial 20% interest. On May 25, 2016, the Company received formal notice from Miranda that the Company has acquired a permanent 20% interest in the Lucky Shot project by virtue of meeting the initial earn-in required expenditures.

As of June 30, 2016, $1,112,514was expended toward the Company’s initial 20% interest in the Lucky Shot project for engineering and technical services related to: research and development of a project permitting plan; support of the technical and geological assessment of the project; mine planning and engineering for the Coleman and Lucky Shot areas of the project; Coleman area access studies; preparation of a project preliminary economic assessment; a proprietary gravity-only gold recovery processing plant preliminary design and report; and the preparation of an updated independent draft mineral resource report on the Lucky Shot project.

The exploration and evaluation costs for the period ended June 30, 2016 are associated with hourly fees of geological, metallurgical and mining engineering consultants employed by a company controlled by a director, third party geological computer modeling services, third party consultants preparing an independent Preliminary Feasibility Study, third party metallurgical test work, and the office costs required for this work.

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GOLD TORRENT, INC.

Notes to Interim Financial Statements

Three Months Ended June 30, 2016 and 2015

(Unaudited - Expressed in US dollars)

11.  Subsequent Events

Subsequent to June 30, 2016, the Company entered into the following agreements:

● On July 6, 2016, the Company entered into subscription agreements for the issuance of 100,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $25,000 in cash.

● On July 8, 2016, the Company purchased a 30-acre parcel of private, undeveloped land in Alaska near the Lucky Shot project for the siting of a gold recovery plant.

The Company evaluates events that have occurred after the balance sheet date, but before the financial statements are issued. Based upon the evaluation, other than what is described above, the Company did not identify any recognized or non-recognized subsequent events that would have required further adjustments or disclosures in the financial statements.

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

Forward Looking Statements

This quarterly report on Form 10-Q 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 unaudited interim financial statements for the three months ended June 30, 2016 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 results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for our fiscal year ending March 31, 2017. Our unaudited financial statements and notes included therein have been prepared on a basis consistent with and should be read in conjunction with our audited financial statements and notes for the year ended March 31, 2016, as filed in our annual report on Form 10-K.

The following discussion should be read in conjunction with our interim financial statements and the related notes that appear elsewhere in this quarterly report.

Business Overview

GOLD TORRENT, INC. (the “Company”) was incorporated in Nevada as Celldonate Inc. on August 15, 2006. Historically we were in the business of developing mobile monetization solutions and applications. On September 10, 2013, certain shareholders, including the Company’s current Chief Executive Officer and its President, acquired approximately 53% of the Company’s issued and outstanding common stock resulting in a change of control. In connection with the transaction, Daniel Kunz was appointed Executive Chairman and Ryan Hart was appointed Chief Executive Officer and President. Thereafter the Company began 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. 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. On that date, the Company also amended its Articles of Incorporation to (i) effectuate a reverse split of the Company’s common stock on a 1 for 5 basis; and (ii) increase the number of the Company’s authorized capital stock to 220,000,000 of which 200,000,000 were classified as common stock and 20,000,000 were classified as “blank check” preferred stock. On November 19, 2014, the Company entered into a Spin-off Agreement (the “Agreement”) with a company controlled by a former shareholder to sell all intellectual property and assets associated with the previous business of the Company, pursuant to which the Company was released from certain liabilities amounting to $420,653.

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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. 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 12-36 months.

On November 5, 2014, the Company signed an Exploration and Option to Enter Joint Venture Agreement with Miranda U.S.A., Inc. (“Miranda”) for the Willow Creek project in Alaska (the “Exploration and Option Agreement”). The Exploration and Option Agreement provides the Company with the right to earn up to 70% interest in a joint venture with Miranda Gold Corp. by making certain expenditures over the next three years totaling US$10 million. The principal terms of the Exploration and Option Agreement provide that the Company can earn an initial 20% interest in the Willow Creek gold project by incurring an initial work commitment of $1,070,000 before November 5, 2015 in costs related to exploration and development of the project. On September 2, 2015 Miranda granted the Company a six-month extension to the dates related to the earn-in. Therefore the Company can earn an initial 20% interest in the Willow Creek gold project by incurring an initial work commitment of $1,070,000 before May 5, 2016 in costs related to exploration and development of the project. The Company shall be the manager of the initial joint venture. The management committee during the initial earn–in period shall be comprised of one nominee from the Company and one nominee from Miranda.

Upon completion of the initial work commitment, the Company can then either terminate the agreement or exercise an option to enter into a limited liability company (“JV”) with Miranda under the following terms:

● Miranda will assign the underlying twenty-year lease that includes 8700 acres of patented mining claims and State Claims on the Lucky Shot project to the JV and Miranda will retain a 30% participating interest in the JV;

● The Company will solely fund the next US$8.93 million of expenditures on the JV to earn a 70% interest in the JV in two stages over the next two years; and

● The Company shall be entitled to 90% of the cash flow from production at the Lucky Shot project until it recovers its US$10 million initial capital investment, and 80% of the cash flow from production thereafter until it recovers any of its initial investment that exceeds $10 million, and thereafter shall be entitled to 70% of project cash flows. Miranda shall be entitled to 10%, 20% and 30%, respectively, of the Lucky Shot cash flow.

The Company plans to complete initial engineering, resource, permitting, and economic studies during the initial earn-in period with a goal to bring the initial Coleman area gold resource into production as soon as possible. Expansion and exploration drilling is planned during construction and during commercial production and is expected to expand the initial known mineralization well beyond the current levels.

On January 15, 2015, and January 6, 2016 the Company paid $150,000 for a Lease Agreement between Miranda USA Inc. and a private company, and the amount was included in prepaid expenses and expensed over 12 months. In addition, the Company is committed to paying $150,000 every year on January 15. The purposeof this lease is to afford Miranda USA Inc. the opportunity to enter onto and produce minerals from certain patented and State of Alaska mining claims located in the State of Alaska. This lease is to be vended by Miranda to the joint venture upon the Company earning its initial 20% interest.

As of June 30, 2016, $1,112,514 was expended toward the Company’s initial 20% interest in the Lucky Shot project for engineering and technical services related to: research and development of a project permitting plan; support of the technical and geological assessment of the project; mine planning and engineering for the Coleman and Lucky Shot areas of the project; Coleman area access studies; preparation of a project preliminary economic assessment; a proprietary gravity-only gold recovery processing plant preliminary design and report; and, the preparation of an updated independent draft mineral resource report on the Lucky Shot project.

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The exploration and evaluation costs for the year ended March 31, 2016 and the quarter ended June 30, 2016 are associated with hourly fees of geological, metallurgical and mining engineering consultants employed by a company controlled by a director, and third party geological computer modeling services, independent engineering and geological service providers, metallurgical testing providers and the office cost required to manage and complete this work.

The Company is currently engaged with third party consultants to complete a Preliminary Feasibility Study on its Lucky Shot Project. The Preliminary Feasibility Study for the Lucky Shot Project was completed June 30, 2016.

Since our inception, we have incurred operational losses. 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 $2,120,350 through private placements of our common stock.

Results of Operations

For the Three Months ended June 30, 2016

During the three months ended June 30, 2016, we recognized $nil income, compared to $nil during the same period in the prior year.

During the three month period ended June 30, 2016, we recognized a loss from continuing operations of $344,764, compared to a loss of $431,518 during the same period in the prior year.

Our net loss per share for the three months ended June 30, 2016 was $0.03. Our net loss per share for the three months ended June 30, 2015 was $0.07,

During the three months ended June 30, 2016, we incurred total expenses of $344,764, compared to total expenses of $431,518 during the same period in the prior year.

Our total expenses during the three months ended June 30, 2016 consisted of $35,300 in accounting and legal fees, $162,582 in exploration and evaluation costs, $121,250 in executive compensation, $5,360 in licenses and fees, $1,237 in bank charges and finance fees, $13,651 in travel costs, and $5,384 in office expenses. For the same period ended June 30, 2015, we incurred expenses of $14,500 in accounting and legal fees, $352,495 in exploration and evaluation costs, $Nil in executive compensation, $41,161 in licenses and fees, $6,575 in bank charges and finance fees, $11,646 in travel costs, and $5,141 in office expenses. Our total expenses are significantly lower. The variation in expenses is mainly due to the higher accounting and legal fees, decreased licenses and travel costs, and lower development exploration fees related to the Lucky Shot property start up.

Liquidity and Capital Resources

We have limited operational history, and did not generate any revenues. As of June 30, 2016, we had $450,212 in cash and prepaid expenses, $506,575 in total liabilities and a working capital deficit of $56,363. As of June 30, 2016, we had an accumulated deficit of $2,385,521. We are dependent on funds raised through equity financing, related parties, and loan payables. Our operations were funded by equity financing and advances from shareholders and former related parties. 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.

During the three months ended June 30, 2016, we used $304,048 in cash on continuing operating activities, and paid back $94,729 in loans and received net $390,271 from cash provided by financing activities and gained cash of $86,223. During the same period in fiscal 2015 we used $70,562 in cash on continuing operating activities, and paid back $200,000 in loans and increased cash of $185,988.

During the three months ended June 30, 2016, we made payments of approximately $94,729 on the outstanding stockholders’ loan balance and received an additional $485,000 in proceeds from issuance of common stock, compared to payments $200,000 in cash during the same period in fiscal 2015. For the period ending June 30, 2016 the Company has accrued interest of $936 (March 31, 2015 - $13,446).

During the three months ended June 30, 2016, our monthly cash requirements to fund our operating activities, including advances from former related parties, was approximately $101,349 compared to approximately $23,520 during the same period in fiscal 2015. In the absence of the continued sale of our common stock or advances from the former or new related parties, our cash of $351,538 as of June 30, 2016 is not sufficient to cover our current monthly burn rate for the foreseeable future and not enough to pay our current liabilities balance of $506,575. Until we are able to complete private and/or public financing as described below, we anticipate that we will rely on loans from shareholders to proceed with our plan of operations. Subsequent to June 30, 2016, we received proceeds from issuance of common stock of $25,000.

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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 $5,000,000 to carry out our business strategy. Our plan of operations over the next 12 months is to obtain the necessary financing to earn an additional 25% interest in the Lucky Shot project by expending $2.44 million and advance the project to production. 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 former 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 unaudited financial statements for the three months ended June 30, 2016 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 $5,000,000 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 do not have any off balance sheet arrangements.

Critical Accounting Policies

Our unaudited interim 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 unaudited interim 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 unaudited 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.

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Share-Based Payments

The Company records all share-based payments at fair value. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized through profit or loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model.

At each balance sheet date, the amount recognized as an expense is adjusted to reflect the actual number of stock options expected to vest. On the exercise of stock options, common stock is recorded for the consideration received and for the fair value amounts previously recorded to contributed surplus. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payments.

Recent Accounting Guidance Adopted

The Company has adopted Accounting Standards Update (“ASU”) 2014-10, Development Stage Entities, which eliminates certain financial reporting requirements. As such, these interim financial statements no longer present inception-to-date information on the statements of operations, cash flows, and stockholders’ deficiency. In addition, these interim financial statements are no longer labeled as a, “development stage entity”.

In August 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-15,Presentation of Financial Statements-Going Concern. This ASU is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. It is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company does not expect it to have a material effect on the Company’s financial condition, results of operations, and cash flows.

In April 2014, the FASB issued ASU 2014-08,Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU amends ASC 360,Property, Plant and Equipment and expands the disclosures for discontinued operations, and requires new disclosures for disposals of individually significant components that do not meet the new definition of a discontinued operation and are classified as assets held for sale. These provisions are effective for annual and interim periods beginning after December 15, 2014. The Company does not expect it to have a material effect on the Company’s financial condition, results of operations, and cash flows.

Inflation

The amounts presented in the unaudited interim 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 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

Item 4. 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.

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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 June 30, 2016 using the criteria established inInternal Control—Integrated Framework(2013) issued 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, 2016, 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 officers, 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 June 30, 2016 based on criteria established inInternal Control—Integrated Framework (2013)issued 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 Three months ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. 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 2. Unregistered Sales of Equity Securities

On July 7, 2016, Gold Torrent, Inc. (the “Registrant”) terminated its offering to certain accredited investors (the “Investors”), pursuant to which the Registrant agreed to sell and the Investors agreed to purchase in a private placement offering (the “Offering”) shares of the Registrant’s common stock $0.001 per share (the “Common Stock”). As previously reported, the Registrant sold an aggregate of 8,000,000 shares (the “Shares”) of Common Stock at the price of $0.25 per share, for aggregate proceeds of $2,000,000 in the Offering.

The Shares were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder. The Shares have not been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Exhibit Description
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*
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*
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 **
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**
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.PRE	XBRL Taxonomy Presentation Linkbase*

* Filed herewith.

** Furnished herewith.

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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: August 16, 2016	GOLD TORRENT, INC.
	By:	/s/ Daniel Kunz
		Daniel Kunz
		Chief Executive Officer and Chairman
	By:	/s/ Alexander Kunz
		Alexander Kunz
		Chief Financial Officer and Director

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